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* TAKANASHI KEN (Last) (First) (Middle) C/O SATSUMA PHARMACEUTICALS, INC. 400 OYSTER POINT BOULEVARD, SUITE 221 (Street) SOUTH SAN FRANCISCO CA 94080 (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)
Common Stock, $0.0001 par value	987,535(1)	I	See Footnote(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	33,741(1)	$0.00	I	See Footnote(2)
Series B Preferred Stock	(3)	(3)	Common Stock	307,110(1)	$0.00	I	See Footnote(2)

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. Shares are held by Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"). Mr. Takanashi, a director of the Issuer, is a director and executive officer of SNBL and its affiliates such that Mr. Takanashi may be deemed to hold the power to direct the disposition and vote of, and therefore to own the shares held by SNBL. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Takanashi disclaims beneficial ownership of the reported securities held by SNBL except to the extent of any actual pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.

3. Each share of Series A Preferred Stock and Series B Preferred Stock automatically convert 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.

Remarks:

	/s/ Thomas P. O'Neil as Attorney in Fact for Ken Takanashi, MBA, CPA.	09/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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