SEC Form 4 · accession 0000899243-17-027185
scPharmaceuticals Inc. · SCPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP VI LLC
10% Owner
Period of report
Nov 21, 2017
Accepted (ET)
Nov 21, 2017 · 7:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604950
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 21, 2017 | C | 2,576,532 | — | A | 2,576,532 | I | See Footnotes |
| Common StockF2,F3 | Nov 21, 2017 | P | 833,333 | $14.00 | A | 3,409,865 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F3,F4 | — | Nov 21, 2017 | C | 18,500,000 | D | — | — | Common Stock | 2,576,532 | 0 | I |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by OrbiMed Private Investments VI, L.P. ("OPI VI"), upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2These securities are held of record by OPI VI. OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. Samuel D. Isaly, a natural person, is a managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP VI, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities.
- F3This report on Form 4 is jointly filed by GP VI, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
- F4All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis on November 21, 2017 and had no expiration date.