Shin Nippon Biomedical Laboratories, Ltd. - Jun 6, 2023 Form 4 Insider Report for Satsuma Pharmaceuticals, Inc. (STSA)

Role
10%+ Owner
Signature
Shin Nippon Biomedical Laboratories, Ltd., By: /s/ Shinji Nitanda, Director
Stock symbol
STSA
Transactions as of
Jun 6, 2023
Transactions value $
$27,734,355
Form type
4
Date filed
6/8/2023, 04:24 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STSA Common Stock Purchase $20.1M +22.1M $0.91 22.1M Jun 6, 2023 See Footnote F1, F2
transaction STSA Common Stock Purchase $7.67M +8.42M $0.91 8.42M Jun 8, 2023 See Footnote F1, F3
holding STSA Common Stock 2.56M Jun 6, 2023 Direct F1, F4
holding STSA Common Stock 233K Jun 6, 2023 See Footnote F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All of the shares were cancelled on June 8, 2023 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 16, 2023 (the "Merger Agreement"), by and among Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"), SNBL23 Merger Sub, Inc., a wholly owned subsidiary of SNBL ("Merger Sub"), and Satsuma Pharmaceuticals, Inc. ("Satsuma"). Following effectiveness of the merger provided for in the Merger Agreement, SNBL owns 1000 shares of the common stock of Satsuma, which represents all of the outstanding shares of common stock of Satsuma. As a result of the merger, Satsuma became a wholly owned subsidiary of SNBL.
F2 Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and SNBL, pursuant to the Merger Agreement, for any and all outstanding shares of Satsuma common stock pursuant to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 acquired pursuant to the merger provided for in the Merger Agreement.
F4 SNBL acquired an aggregate of 2,560,780 shares of common stock of Satsuma in transactions on July 1, 2016, February 1, 2018, and April 22, 2019.
F5 SNBL U.S.A., Ltd., a wholly owned subsidiary of SNBL acquired an aggregate of 233,333 shares of common stock of Satsuma in a transaction on September 13, 2019.