FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/06/2022 | S | 30,457 | D | $5.02 | 2,688,014 | I | By 5AM Ventures IV, L.P.(1) | ||
Common Stock | 10/06/2022 | S | 1,269 | D | $5.02 | 112,000 | I | By 5AM Co-Investors IV, L.P.(2) | ||
Common Stock | 10/06/2022 | S | 5,808 | D | $5.02 | 497,304 | I | By 5AM Opportunities I, L.P.(3) | ||
Common Stock | 10/10/2022 | S | 456,413 | D | $4.09 | 2,231,601 | I | By 5AM Ventures IV, L.P.(1) | ||
Common Stock | 10/10/2022 | S | 19,017 | D | $4.09 | 92,983 | I | By 5AM Co-Investors IV, L.P.(2) | ||
Common Stock | 10/10/2022 | S | 87,036 | D | $4.09 | 410,268 | I | By 5AM Opportunities I, L.P.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares are directly held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures IV. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
2. The shares are directly held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
3. Shares are directly held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab is a managing member of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP and Mr. Schwab disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. |
Remarks: |
5AM Partners IV, LLC, By /s/ Scott M. Rocklage, Managing Member | 10/11/2022 | |
5AM Co-Investors IV, LP, By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member | 10/11/2022 | |
5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member | 10/11/2022 | |
5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member | 10/11/2022 | |
5AM Ventures IV, L.P., By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member | 10/11/2022 | |
/s/ John Diekman | 10/11/2022 | |
/s/ Scott M. Rocklage | 10/11/2022 | |
/s/ Andrew J. Schwab | 10/11/2022 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |