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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Shah Rajeev M.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, LLC

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)

X	Form filed by One Reporting Person
	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, $0.0001 par value	09/17/2019		C		1,642,879⁽¹⁾	A	⁽²⁾	1,642,879⁽¹⁾	I	See FN⁽³⁾
Common Stock, $0.0001 par value	09/17/2019		C		1,139,635⁽¹⁾	A	⁽²⁾	2,782,514⁽¹⁾	I	See FN⁽³⁾
Common Stock, $0.0001 par value	09/17/2019		C		365,530⁽¹⁾	A	⁽²⁾	3,148,044⁽¹⁾	I	See FN⁽³⁾
Common Stock, $0.0001 par value	09/17/2019		C		200,481⁽¹⁾	A	⁽²⁾	3,348,525⁽¹⁾	I	See FN⁽³⁾
Common Stock, $0.0001 par value	09/17/2019		P⁽⁴⁾		1,140,946⁽⁵⁾	A	$15	4,489,471	I	See FN⁽³⁾
Common Stock, $0.0001 par value	09/17/2019		P⁽⁶⁾		192,387⁽⁷⁾	A	$15	4,681,858⁽⁸⁾	I	See FN⁽³⁾

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			1,642,879⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,642,879⁽¹⁾	⁽²⁾	0	I	See FN⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽²⁾	09/17/2019		C			365,530⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	365,530⁽¹⁾	⁽²⁾	0	I	See FN⁽³⁾⁽⁶⁾
Series B Preferred Stock	⁽²⁾	09/17/2019		C			1,139,635⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,139,635⁽¹⁾	⁽²⁾	0	I	See FN⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽²⁾	09/17/2019		C			200,481⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	200,481⁽¹⁾	⁽²⁾	0	I	See FN⁽³⁾⁽⁶⁾

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 shares of 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 "Advisor") is the general partner of RA Capital Healthcare Fund, L.P.("RA Capital Fund") and the investment advisor of an account owned by a separately managed account (the "Account"). Peter Kolchinsky is the sole manager of the Advisor, and Mr. Shah is a member of the Advisor. Mr. Shah has no pecuniary interest in the reported securities held by the Account and therefore disclaims beneficial ownership of those securities. Mr. Shah disclaims beneficial ownership of the reported securities held by RA Capital Fund except to the extent of his pecuniary interest therein.

4. Represents shares held by RA Capital Fund.

5. RA Capital Fund purchased an additional 1,140,946 shares of issuer's common stock in connection with the initial public offering at the offering price of $15.00 per share.

6. Represents shares held by the Account.

7. The Account purchased an additional 192,387 shares of issuer's common stock in connection with the initial public offering at the offering price of $15.00 per share.

8. Includes (a) 3,923,460 shares of Common Stock that are held by RA Capital Fund and (b) 758,398 shares of Common Stock that are held in the Account.

Remarks:

	/s/ Thomas P. O'Neil as Attorney-in-Fact for Rajeev M. Shah	09/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.