Sec Form 4 Filing - O'Neil Thomas P. @ Satsuma Pharmaceuticals, Inc. - 2023-06-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'Neil Thomas P. 2. Issuer Name and Ticker or Trading Symbol Satsuma Pharmaceuticals, Inc. [ STSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O SATSUMA PHARMACEUTICALS, INC., 400 OYSTER POINT BOULEVARD, SUITE 221 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2023 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value 06/06/2023 U 13,877 ( 1 ) D $ 0.91 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 29 06/08/2023 D 60,000 ( 2 ) ( 2 ) Common Stock 60,000 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 4.6 06/08/2023 D 80,000 ( 2 ) ( 2 ) Common Stock 80,000 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 3.46 06/08/2023 D 190,000 ( 2 ) ( 2 ) Common Stock 190,000 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 4.56 06/08/2023 D 72,340 ( 2 ) ( 2 ) Common Stock 72,340 $ 0 ( 3 ) 0 D Stock Option (right to buy) $ 1.04 06/08/2023 D 76,595 ( 2 ) ( 2 ) Common Stock 76,595 $ 0 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Neil Thomas P. C/O SATSUMA PHARMACEUTICALS, INC. 400 OYSTER POINT BOULEVARD, SUITE 221 SOUTH SAN FRANCISCO, CA94080 Chief Financial Officer Signatures /s/ Thomas P. O'Neil 06/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of to SNBL23 Merger Sub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("Parent"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock at a purchase price of $0.91 per share and one non-transferable contractual contingent value right (the "Offer Price"). ( 2 )Pursuant to the Merger Agreement, each vested option to purchase shares of common stock, par value $0.0001 per share (the "Shares") of the Issuer with an exercise price that is less than the $0.91 that is outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") will terminate and be cancelled immediately prior to the Effective Time and converted into the right to receive (a) one non-transferable contractual contingent value right and (b) a lump sum cash payment equal in amount to (i) the number of vested Shares underlying such vested option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $0.91 over the exercise price per Share underlying such vested option, less any required withholding taxes. ( 3 )Pursuant to the Merger Agreement, each option that was not a vested option to purchase Shares of the Issuer with an exercise price that is less than $0.91 and was outstanding immediately prior to the Effective Time was terminated and canceled immediately prior to the Effective Time for no consideration.

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