0001104659-17-071638.txt : 20171204 0001104659-17-071638.hdr.sgml : 20171204 20171204141600 ACCESSION NUMBER: 0001104659-17-071638 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171204 DATE AS OF CHANGE: 20171204 GROUP MEMBERS: 5AM CO-INVESTORS IV, L.P. GROUP MEMBERS: 5AM PARTNERS IV, LLC GROUP MEMBERS: ANDREW J. SCHWAB GROUP MEMBERS: DR. JOHN D. DIEKMAN GROUP MEMBERS: DR. SCOTT M. ROCKLAGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: scPharmaceuticals Inc. CENTRAL INDEX KEY: 0001604950 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 465184075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90193 FILM NUMBER: 171236683 BUSINESS ADDRESS: STREET 1: 2400 DISTRICT AVENUE STREET 2: SUITE 310 CITY: BURLINGTON STATE: MA ZIP: 01830 BUSINESS PHONE: 617-517-0730 MAIL ADDRESS: STREET 1: 2400 DISTRICT AVENUE STREET 2: SUITE 310 CITY: BURLINGTON STATE: MA ZIP: 01830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 5AM Ventures IV, L.P. CENTRAL INDEX KEY: 0001589315 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD, SUITE 110 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8600 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD, SUITE 110 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 a17-27892_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.     )*

 

scPharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

810648 105

(CUSIP Number)

November 21, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
5AM Ventures IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,123,303 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,123,303  shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,123,303 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
17.7% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)         This Schedule 13G is filed by 5AM Ventures IV, L.P., a Delaware limited partnership (“Ventures IV”), 5AM Co-Investors IV, L.P., a Delaware limited partnership (“Co-Investors IV”), 5AM Partners IV, LLC, a Delaware limited liability company (“Partners IV”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”), and Dr. Scott M. Rocklage (“Rocklage” and together with Ventures IV, Co-Investors IV, Partners IV, Diekman and Schwab, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Partners IV serves as the sole general partner of Ventures IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV; however, they disclaim beneficial ownership of the shares held by Ventures IV except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

2


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
5AM Co-Investors IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
130,137 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
130,137 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
130,137 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.7% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)         This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Partners IV serves as the sole general partner of Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Co-Investors IV; however, they disclaim beneficial ownership of the shares held by Co-Investors IV except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

3


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
5AM Partners IV, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,253,440 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,253,440 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,253,440 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
18.5% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)         This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes 3,123,303 shares of Common Stock held by Ventures IV and 130,137 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

4


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
Dr. John D. Diekman

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,253,440 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,253,440 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,253,440 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
18.5% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)         This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes 3,123,303 shares of Common Stock held by Ventures IV and 130,137 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

5


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
Andrew J. Schwab

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,253,440 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,253,440 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,253,440 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
18.5% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)         This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes 3,123,303 shares of Common Stock held by Ventures IV and 130,137 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

6


 

CUSIP No. 810648 105

13 G

 

 

 

1

Names of Reporting Persons.
Dr. Scott M. Rocklage

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x(1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
3,253,440 shares (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
3,253,440 shares (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,253,440 shares (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
18.5% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)         This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Includes 3,123,303 shares of Common Stock held by Ventures IV and 130,137 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017.

(3)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

7


 

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of scPharmaceuticals Inc., a Delaware corporation (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:
scPharmaceuticals Inc.

 

 

Address of Issuer’s Principal Executive Offices:
2400 District Avenue, Suite 310

Burlington, Massachusetts 01830

 

Item 2

 

(a)

Name of Person(s) Filing:
5AM Ventures IV, L.P. (“Ventures IV”)

5AM Co-Investors IV, L.P. (“Co-Investors IV”)

5AM Partners IV, LLC (“Partners IV”)

Dr. John D. Diekman (“Diekman”)

Andrew J. Schwab (“Schwab”)

Dr. Scott M. Rocklage (“Rocklage”)

 

(b)

Address of Principal Business Office:
c/o 5AM Ventures

501 Second Street, Suite 350

San Francisco, CA 94107

 

(b)

Citizenship:
Entities:

 

 

 

Individuals:

 

 

5AM Ventures IV, L.P.

5AM Co-Investors IV, L.P.

5AM Partners IV, LLC

 

Diekman

Schwab

Rocklage

 

-         Delaware

-         Delaware

-         Delaware

 

-         United States of America

-         United States of America

-         United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
810648 105

 

Item 3

Not applicable.

 

8


 

Item 4

Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 1, 2017:

 

Reporting Persons

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (4)

 

Ventures IV (1) (3)

 

3,123,303

 

—

 

3,123,303

 

—

 

3,123,303

 

3,123,303

 

17.7

%

Co-Investors IV (2) (3)

 

130,137

 

—

 

130,137

 

—

 

130,137

 

130,137

 

0.7

%

Partners IV (1) (2) (3)

 

—

 

—

 

3,253,440

 

—

 

3,253,440

 

3,253,440

 

18.5

%

Diekman (1) (2) (3)

 

—

 

—

 

3,253,440

 

—

 

3,253,440

 

3,253,440

 

18.5

%

Schwab (1) (2) (3)

 

—

 

—

 

3,253,440

 

—

 

3,253,440

 

3,253,440

 

18.5

%

Rocklage (1) (2) (3) 

 

—

 

—

 

3,253,440

 

—

 

3,253,440

 

3,253,440

 

18.5

%

 

(1)         Includes 3,123,303 shares of Common Stock held by Ventures IV.

(2)         Includes 130,137 shares of Common Stock held by Co-Investors IV.

(3)         Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV; however, they disclaim beneficial ownership of the shares held by such entities except to the extent of their pecuniary interests therein.

(4)         This percentage is calculated based on 17,610,151 shares of Common Stock outstanding as of November 21, 2017 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.  The number of shares of Common Stock outstanding does not give effect to the underwriters’ option to purchase up to an additional 960,000 shares of Common Stock within 30 days from the date of the Prospectus.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:     o

 

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.

Not applicable.

 

Item 8

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9

Notice of Dissolution of Group.

Not applicable.

 

9


 

Item 10

Certification.

Not applicable.

 

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: December 1, 2017

 

5AM Ventures IV, L.P.

 

5AM Co-Investors IV, L.P.

 

 

 

By:

5AM Partners IV, LLC

 

By:

5AM Partners IV, LLC

 

its General Partner

 

 

its General Partner

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

5AM Partners IV, LLC

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

 

Name: Andrew J. Schwab

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

/s/ Dr. John D. Diekman

 

 

/s/ Andrew J. Schwab

 

Dr. John D. Diekman

 

 

Andrew J. Schwab

 

 

 

 

 

 

 

/s/ Dr. Scott M. Rocklage

 

 

 

Dr. Scott M. Rocklage

 

 

 

10


 

Exhibit(s):

 

A - Joint Filing Statement

 

11


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of scPharmaceuticals Inc. is filed on behalf of each of us.

 

Dated: December 1, 2017

 

5AM Ventures IV, L.P.

 

5AM Co-Investors IV, L.P.

 

 

 

By:

5AM Partners IV, LLC

 

By:

5AM Partners IV, LLC

 

its General Partner

 

 

its General Partner

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

5AM Partners IV, LLC

 

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

 

 

Name: /s/ Andrew J. Schwab

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

/s/ Dr. John D. Diekman

 

 

/s/ Andrew J. Schwab

 

Dr. John D. Diekman

 

 

Andrew J. Schwab

 

 

 

 

 

 

 

/s/ Dr. Scott M. Rocklage

 

 

 

/s/ Dr. Scott M. Rocklage

 

 

 

12