Amended Statement of Beneficial Ownership (sc 13d/a)
12 Junho 2023 - 6:01PM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Satsuma
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par
value $0.0001 per share
(Title of Class of
Securities)
80405P107
(CUSIP Number)
RA Capital Management,
L.P.
200 Berkeley Street,
18th Floor
Boston, MA 02116
Telephone: 617.778.2512
Attn: Peter Kolchinsky
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
June 8, 2023
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 80405P107
1 |
Names of Reporting Persons.
RA Capital Management, L.P.
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
AF
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5 |
Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
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6 |
Citizenship or Place of Organization. Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power 0 shares
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8 |
Shared
Voting Power 0 shares
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9 |
Sole Dispositive Power 0 shares
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10 |
Shared
Dispositive Power 0 shares
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11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
0 shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount
in Row (11)
0% |
14 |
Type of Reporting Person (See Instructions)
IA, PN |
CUSIP No. 80405P107
1 |
Names of Reporting Persons.
Peter Kolchinsky
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
AF
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5 |
Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
¨ |
6 |
Citizenship or Place of Organization. United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power 0 shares
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8 |
Shared
Voting Power 0 shares
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9 |
Sole Dispositive Power 0 shares
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10 |
Shared
Dispositive Power 0 shares
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11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
0 shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount
in Row (11)
0% |
14 |
Type of Reporting Person (See Instructions)
HC, IN |
CUSIP No. 80405P107
1 |
Names of Reporting Persons.
Rajeev Shah
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
AF
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5 |
Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
¨ |
6 |
Citizenship or Place of Organization. United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power 0 shares
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8 |
Shared
Voting Power 0 shares
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9 |
Sole Dispositive Power 0 shares
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10 |
Shared
Dispositive Power 0 shares
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11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
0 shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount
in Row (11)
0% |
14 |
Type of Reporting Person (See Instructions)
HC, IN |
CUSIP No. 80405P107
1 |
Names of Reporting Persons.
RA Capital Healthcare Fund, L.P.
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds (See Instructions):
WC
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5 |
Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e):
¨ |
6 |
Citizenship or Place of Organization. United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power 0 shares
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8 |
Shared
Voting Power 0 shares
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9 |
Sole Dispositive Power 0 shares
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10 |
Shared
Dispositive Power 0 shares
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11 |
Aggregate Amount Beneficially Owned by
Each Reporting Person
0 shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13 |
Percent of Class Represented by Amount
in Row (11)
0% |
14 |
Type of Reporting Person (See Instructions)
PN |
CUSIP
No. 80405P107
SCHEDULE 13D
Item 1. Security and Issuer
Item 1 of the Statement is amended and supplemented
as follows:
This Amendment No. 3 (this “Amendment
No. 3” or this “13D/A”) amends and supplements the statement on the Schedule 13D originally filed with
the Securities and Exchange Commission (the “SEC”) on September 17, 2019, and amended on March 2, 2021 and April 18,
2023 (as amended, the “Statement”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital
Healthcare Fund, L.P. with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Satsuma
Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). Unless otherwise defined herein, capitalized terms used
in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information
in the Statement remains unchanged.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and
supplemented as follows:
Pursuant to the Offer to Purchase, dated May 5,
2023, from SNBL23 Merger Sub, Inc., a Delaware corporation (“Purchaser") and a wholly owned subsidiary of Shin
Nippon Biomedical Laboratories, Ltd., to purchase all the outstanding shares of Common Stock (the “Offer”), on June
8, 2023, the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as previously reported on the Statement
and such shares were accepted by the Purchaser on June 8, 2023.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is amended and supplemented
as follows:
| (a) | As a result of the Offer, the Reporting Persons no longer have any beneficial ownership in the Common
Stock. |
| (c) | The disclosure contained in Item 4 of this Amendment is incorporated herein by reference. |
(e) The Reporting Persons
ceased to be beneficial owners of 5% or more of the Issuer’s Common Stock on June 8, 2023
Item 7. Material to Be Filed as Exhibits
Item 7 of the Statement
is hereby amended and supplemented as follows:
Exhibit 1 |
Joint Filing Agreement |
CUSIP No. 80405P107
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Date: June 12, 2023
RA CAPITAL MANAGEMENT, L.P. |
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By: |
/s/ Peter Kolchinsky |
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Name: |
Peter Kolchinsky |
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Title: |
Authorized Signatory |
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PETER KOLCHINSKY |
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/s/ Peter Kolchinsky |
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RAJEEV SHAH |
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/s/ Rajeev Shah |
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RA CAPITAL HEALTHCARE FUND, L.P. |
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By: |
RA Capital Healthcare Fund GP, LLC |
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Its: |
General Partner |
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By: |
/s/ Peter Kolchinsky |
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Name: |
Peter Kolchinsky |
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Title: |
Manager |
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CUSIP
No. 80405P107
EXHIBIT 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of June 12, 2023, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing
are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with
the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001
per share of Satsuma Pharmaceuticals, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k)
promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G
and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement
as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated
by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above
written.
RA CAPITAL MANAGEMENT, L.P. |
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By: |
/s/ Peter Kolchinsky |
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Name: |
Peter Kolchinsky |
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Title: |
Authorized Signatory |
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PETER KOLCHINSKY |
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/s/ Peter Kolchinsky |
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RAJEEV SHAH |
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/s/ Rajeev Shah |
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RA CAPITAL HEALTHCARE FUND, L.P. |
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By: |
RA Capital Healthcare Fund GP, LLC |
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Its: |
General Partner |
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By: |
/s/ Peter Kolchinsky |
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Name: |
Peter Kolchinsky |
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Title: |
Manager |
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