SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Satsuma Pharmaceuticals, Inc. [ STSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2019		C		2,008,409⁽¹⁾	A	⁽²⁾	2,008,409	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	09/17/2019		C		1,340,116⁽¹⁾	A	⁽²⁾	3,348,525	I	See footnote⁽³⁾⁽⁴⁾
Common Stock	09/17/2019		P		1,333,333⁽⁵⁾	A	$15	4,681,858⁽⁶⁾	I	See footnote⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	09/17/2019		C			2,008,409⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	2,008,409⁽⁷⁾	⁽²⁾	0	I	See footnote⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽²⁾	09/17/2019		C			1,340,116⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,340,116⁽⁸⁾	⁽²⁾	0	I	See footnote⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects a 1-for-4.7 reverse stock split effective upon the effectiveness of the registration statement for the issuer's initial public offering.

2. Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into a share of the issuer's Common Stock, for no additional consideration, on a 1:1 basis at the consummation of issuer's initial public offering.

3. RA Capital Management, LLC (the "Adviser") is the general partner of the RA Capital Healthcare Fund, L.P.(the "Fund") and the investment adviser for an account owned by a separately managed account (the "Account"). Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the securities and they disclaim beneficial ownership of the reported securities: (A) in reliance on Rule 16a-1(a)(1)(v) and (vii); and (B) held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

4. The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2); and (B) any obligation to file reports under Section 16 other than as a director by deputization. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities held in the Account.

5. Includes (a) 1,140,946 shares of Common Stock held by the Fund and (b) 192,387 held in the Account, in each case acquired in the issuer's initial public offering.

6. These securities include 3,923,460 shares held by the Fund and 758,398 shares held in the Account.

7. Represents 1,642,879 shares held by the Fund and 365,530 shares held in the Account.

8. Represents 1,139,635 shares held by the Fund and 200,481 shares held in the Account.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	09/17/2019
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	09/17/2019
	/s/ Peter Kolchinsky, individually	09/17/2019
	** Signature of Reporting Person	Date
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