CUSIP
No. 80405P107
|
SCHEDULE
13G
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Page
2 of 9
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
GP A, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (1)
|
12
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TYPE
OF REPORTING PERSON*
OO
|
|
|
|
|
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(1)
The calculation assumes that there is a total of 31,529,417 shares of Common Stock (as defined below) outstanding as of November
5, 2021, as reported on the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “Commission”) on November 9, 2021.
CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
3 of 9
|
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Bonderman
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (2)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
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(2)
The calculation assumes that there is a total of 31,529,417 shares of Common Stock outstanding as of November 5, 2021, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2021.
CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
4 of 9
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James
G. Coulter
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (3)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
(3)
The calculation assumes that there is a total of 31,529,417 shares of Common Stock outstanding as of November 5, 2021, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2021.
CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
5 of 9
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jon
Winkelried
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)
☐
b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
1,885,939 (see Item 2(a))
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,885,939 (see Item 2(a))
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,939 (see Item 2(a))
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (4)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
(4)
The calculation assumes that there is a total of 31,529,417 shares of Common Stock outstanding as of November 5, 2021, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2021.
CUSIP
No. 80405P107
|
SCHEDULE
13G
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Page
6 of 9
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Item
1(a).
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Name
of Issuer:
|
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Satsuma
Pharmaceuticals, Inc. (the “Issuer”)
Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
|
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400
Oyster Point Boulevard, Suite 221
South San Francisco, California 94080
Item
2(a).
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Name
of Person Filing:
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This
Amendment No. 2 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP
A”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and, together,
the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance
with Rule 13d-1(k)(1).
TPG
GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock
(which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the
controlling shareholder of TPG GPCo, Inc., a Delaware corporation, which is the managing member of TPG Holdings I-A, LLC, a Delaware
limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which
is the sole member of TPG Biotechnology GenPar V Advisors, LLC, a Delaware limited liability company, which is the general partner
of TPG Biotechnology GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners
V, L.P. (“TPG Biotech V”), which directly holds 1,885,939 shares of Common Stock.
Because
of TPG GP A’s relationship to TPG Biotech V, TPG GP A may be deemed to beneficially own the shares of Common Stock held
by TPG Biotech V. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship
of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be
the beneficial owners of the shares of Common Stock held TPG Biotech V. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial
ownership of such shares of Common Stock except to the extent of their pecuniary interest therein.
Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
|
|
|
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Inc.
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
responses to Item 4 of each of the cover pages.
Item
2(d).
|
Titles
of Classes of Securities:
|
|
|
Common
Stock, par value $0.0001 per share (“Common Stock”)
80405P107
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
|
|
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(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
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(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
7 of 9
|
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(d)
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☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
|
☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
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(f)
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☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
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(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3).
|
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(j)
|
☐
Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).
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(k)
|
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
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If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
______________
|
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|
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(a)
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Amount
Beneficially Owned:
|
See
responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
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(c)
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Number
of shares as to which such person has:
|
|
|
|
|
(i)
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Sole
power to vote or to direct the vote:
|
|
|
|
See
responses to Item 5 on each cover page.
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(ii)
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Shared
power to vote or to direct the vote:
|
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See
responses to Item 6 on each cover page.
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(iii)
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Sole
power to dispose or to direct the disposition of:
|
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|
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See
responses to Item 7 on each cover page.
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(iv)
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Shared
power to dispose or to direct the disposition of:
|
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|
|
See
responses to Item 8 on each cover page.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
|
See
response to Item 2(a) above.
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
Not
Applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
Not
Applicable.
Not
Applicable.
CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
8 of 9
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 11, 2022
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TPG
GP A, LLC
|
|
|
|
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By:
|
/s/
Bradford Berenson
|
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Name:
Bradford Berenson
|
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Title:
General Counsel
|
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David
Bonderman
|
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By:
|
/s/
Gerald Neugebauer
|
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Name:
Gerald Neugebauer, on behalf of David Bonderman (5)
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James
G. Coulter
|
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By:
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/s/
Gerald Neugebauer
|
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Name:
Gerald Neugebauer, on behalf of James G. Coulter (6)
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Jon
Winkelried
|
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By:
|
/s/
Gerald Neugebauer
|
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Name:
Gerald Neugebauer, on behalf of Jon Winkelried (7)
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__________________
(5)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File
No. 001-38156).
(6)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,which
was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
(7)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020 (SEC
File No. 001-39651).
CUSIP
No. 80405P107
|
SCHEDULE
13G
|
Page
9 of 9
|
Exhibit
Index
Exhibit 1
|
Agreement
of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
|
*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to
Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022
with respect to the shares of common stock of Allogene Therapeutics, Inc.