Thomas P. O'Neil Form 3 Satsuma Pharmaceuticals / Thomas P. O'Neil ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last) (First) (Middle)

SATSUMA PHARMACEUTICALS, INC.

400 OYSTER POINT BOULEVARD, SUITE 221

(Street)

SOUTH SAN FRANCISCO 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2019

3. Issuer Name and Ticker or Trading Symbol
Satsuma Pharmaceuticals, Inc. [ STSA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy	(2)	01/29/2029	Common Stock	76,595(1)	1.04(1)	D
Stock Option (Right to Buy	(3)	05/16/2029	Common Stock	72,340(1)	4.56(1)	D

Explanation of Responses:

1. Reflects a 1-for-4.7 reverse stock split effective upon the effectiveness of the registration statement for the Issuer's initial public offering.

2. A portion of the shares underlying this option are vested and exercisable as of the date hereof. The original vesting schedule is as follows: Twenty Five Percent (25%) of the shares subject to the option vest one year measured from January 14, 2019 (the "Vesting Commencement Date") and the remaining shares subject to the option vest in 36 successive, equal monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date.

3. A portion of the shares underlying this option are vested and exercisable as of the date hereof. The original vesting schedule is as follows: The underlying shares subject to the option vest and become exercisable in successive, equal monthly installments over four years measured from May 15, 2019, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date.

Remarks:

	/s/ Thomas P. O'Neil	09/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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