0001387131-19-007014.txt : 20190918 0001387131-19-007014.hdr.sgml : 20190918 20190918163857 ACCESSION NUMBER: 0001387131-19-007014 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190918 DATE AS OF CHANGE: 20190918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 191100132 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 191100133 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39041 FILM NUMBER: 191100134 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Satsuma Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001692830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 813039831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 221 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 64080 BUSINESS PHONE: 415-505-0809 MAIL ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 221 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 64080 3 1 stsa-form3_091219.xml OWNERSHIP DOCUMENT X0206 3 2019-09-12 0 0001692830 Satsuma Pharmaceuticals, Inc. STSA 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series A Preferred Stock Common Stock 1004205 I See Explanation of Responses Series B Preferred Stock Common Stock 781734 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar V Advisors, LLC, which is the general partner of TPG Biotechnology GenPar V, L.P., which is the general partner of TPG Biotechnology Partners V, L.P. ("TPG Biotech V"), which directly holds (i) 1,004,205 shares of Series A Preferred Stock of Satsuma Pharmaceuticals, Inc. (the "Issuer") and (ii) 781,734 shares of Series B Preferred Stock (together with the Series A Preferred Stock, the "Preferred Stock") of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock, $0.0001 par value per share, of the Issuer ("Common Stock"), at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock. Because of the relationship between the Reporting Persons and TPG Biotech V, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech V. Each of TPG Biotech V and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech V's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2019-09-18 /s/ Bradford Berenson on behalf of David Bonderman (5)(6) 2019-09-18 /s/ Bradford Berenson on behalf of James G. Coulter (5)(6) 2019-09-18