Thomas P. Soloway - Jun 8, 2023 Form 4 Insider Report for Satsuma Pharmaceuticals, Inc. (STSA)

Role: Director
Signature: /s/ Thomas P. O'Neil as Attorney in Fact for Thomas Soloway
Stock symbol: STSA
Transactions as of: Jun 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/8/2023, 04:37 PM
Previous filing: Jun 8, 2023
Next filing: Jun 10, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-20K	-100%	$0.00^*	Jun 8, 2023	Common Stock	20K	$27.25	Direct	F1, F2
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-20K	-100%	$0.00^*	Jun 8, 2023	Common Stock	20K	$4.60	Direct	F1, F2
transaction	STSA	Stock Option (right to buy)	Disposed to Issuer	$0	-30K	-100%	$0.00^*	Jun 8, 2023	Common Stock	30K	$3.46	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas P. Soloway is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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 canceled immediately prior to the Effective Time for no consideration.

Content

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.

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 canceled immediately prior to the Effective Time for no consideration.