4//SEC Filing
TAKANASHI KEN 4
Accession 0000899243-23-014896
CIK 0001692830other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 4:44 PM ET
Size
14.4 KB
Accession
0000899243-23-014896
Insider Transaction Report
Form 4
TAKANASHI KEN
Director10% Owner
Transactions
- Purchase
Common Stock, $0.0001 par value
2023-06-06$0.91/sh+22,053,581$20,068,759→ 24,847,694 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
2023-06-08−30,000→ 0 totalExercise: $3.46→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-06-08−20,000→ 0 totalExercise: $4.60→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2023-06-08−10,000→ 0 totalExercise: $26.99→ Common Stock (10,000 underlying)
Footnotes (5)
- [F1]All of the shares were cancelled on June 8, 2023 pursuant to the terms of that certain Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("SNBL"), and SNBL23 Merger Sub, Inc. ("Merger Sub"), a Delaware corporation (the "Merger Agreement").
- [F2]Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SNBL, pursuant to the Merger Agreement, for any and all outstanding shares of Satsuma common stock pursuant to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.
- [F3]Shares are held by SNBL and SNBL U.S.A., Ltd., a wholly owned subsidiary of 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 4 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.
- [F4]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 purchase price of $0.91 per share (the "Offer Price"), 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.
- [F5]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 the Offer Price and was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time for no consideration.
Documents
Issuer
Satsuma Pharmaceuticals, Inc.
CIK 0001692830
Entity typeother
Related Parties
1- filerCIK 0001657768
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 4:44 PM ET
- Size
- 14.4 KB