SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
09/12/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,642,879⁽²⁾	$0.00	I	See Footnote⁽³⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	365,530⁽²⁾	$0.00	I	See Footnote⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,139,635⁽²⁾	$0.00	I	See Footnote⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	200,481⁽²⁾	$0.00	I	See Footnote⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock and Series B Preferred Stock automatically converts into shares of issuer's Common Stock on a 1:1 basis immediately prior to the consummation of Issuer's initial public offering and has no expiration date.

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

3. Represents shares held by RA Capital Healthcare Fund, L.P. ("RA Capital Fund").

4. Represents shares held by an account owned by a separately managed account (the "Account").

5. RA Capital Management, LLC (the "Advisor") is the general partner of RA Capital Fund and the investment advisor of 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.

Remarks:

	/s/ Thomas P. O'Neil as Attorney in Fact for Rajeev M. Shah	09/12/2019
	** 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 5 (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.
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