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^*

Shin Nippon Biomedical Laboratories, Ltd.

(Last)

(First)

(Middle)

2438 MIYANOURA-CHO

(Street)

KAGOSHIMA-SHI

891-1394

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	06/06/2023		P		22,053,581	A	$0.91	22,053,581⁽¹⁾⁽²⁾	I	See Footnote⁽¹⁾⁽²⁾
Common Stock								2,560,780⁽¹⁾⁽⁴⁾	D
Common Stock								233,333⁽¹⁾⁽⁵⁾	I	See Footnote⁽⁵⁾
Common Stock	06/08/2023		P		8,423,732	A	$0.91	8,423,732⁽¹⁾⁽³⁾	I	See Footnote⁽¹⁾⁽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)

Explanation of Responses:

1. All of the shares were cancelled on June 8, 2023 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 16, 2023 (the "Merger Agreement"), by and among Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"), SNBL23 Merger Sub, Inc., a wholly owned subsidiary of SNBL ("Merger Sub"), and Satsuma Pharmaceuticals, Inc. ("Satsuma"). Following effectiveness of the merger provided for in the Merger Agreement, SNBL owns 1000 shares of the common stock of Satsuma, which represents all of the outstanding shares of common stock of Satsuma. As a result of the merger, Satsuma became a wholly owned subsidiary of SNBL.

2. Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SNBL, pursuant to the Merger Agreement, for any and all outstanding shares of Satsuma common stock pursuant to that certain Offer to Purchase, dated May 5, 2023.

3. Shares acquired pursuant to the merger provided for in the Merger Agreement.

4. SNBL acquired an aggregate of 2,560,780 shares of common stock of Satsuma in transactions on July 1, 2016, February 1, 2018, and April 22, 2019.

5. SNBL U.S.A., Ltd., a wholly owned subsidiary of SNBL acquired an aggregate of 233,333 shares of common stock of Satsuma in a transaction on September 13, 2019.

Remarks:

	Shin Nippon Biomedical Laboratories, Ltd., By: /s/ Shinji Nitanda, Director	06/08/2023
	** 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).
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