SEC Form 4 · accession 0000899243-17-027189
scPharmaceuticals Inc. · SCPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Scott M Rocklage
10% Owner
John D Diekman
10% Owner
5AM Partners IV, LLC
10% Owner
5AM Ventures IV, L.P.
10% Owner
5AM Co-Investors IV, L.P.
10% Owner
Andrew J. Schwab
10% Owner
Period of report
Nov 21, 2017
Accepted (ET)
Nov 21, 2017 · 7:16 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 | Nov 21, 2017 | C | 1,483,107 | — | A | 1,483,107 | I | by 5AM Ventures IV, L.P. |
| Common StockF3,F2 | Nov 21, 2017 | C | 1,011,623 | — | A | 2,494,730 | I | by 5AM Ventures IV, L.P. |
| Common StockF2 | Nov 21, 2017 | P | 628,572 | $14.00 | A | 3,123,302 | I | by 5AM Ventures IV, L.P. |
| Common StockF4,F2 | Nov 21, 2017 | C | 61,795 | — | A | 61,795 | I | by 5AM Co-Investors IV, L.P. |
| Common StockF5,F2 | Nov 21, 2017 | C | 42,150 | — | A | 103,945 | I | by 5AM Co-Investors IV, L.P. |
| Common StockF2 | Nov 21, 2017 | P | 26,190 | $14.00 | A | 130,135 | I | by 5AM Co-Investors IV, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F6 | — | Nov 21, 2017 | C | 10,649,003 | D | — | — | Common Stock | 1,483,107 | 0 | I |
| Series B Preferred StockF2,F6 | — | Nov 21, 2017 | C | 7,263,649 | D | — | — | Common Stock | 1,011,623 | 0 | I |
| Series A Preferred StockF2,F6 | — | Nov 21, 2017 | C | 443,708 | D | — | — | Common Stock | 61,795 | 0 | I |
| Series B Preferred StockF2,F6 | — | Nov 21, 2017 | C | 302,652 | D | — | — | Common Stock | 42,150 | 0 | I |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F25AM Partners IV, LLC is the general partner of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (the "5AM Funds"). Dr. John D. Diekman, Andrew J. Schwab, and Dr. Scott M. Rocklage are managing members of 5AM Partners IV, LLC. 5AM Partners IV, LLC may be deemed to have sole voting and investment power over the shares beneficially owned by the 5AM Funds. Dr. Diekman, Mr. Schwab, and Dr. Rocklage may be deemed to have shared voting and investment power over the shares beneficially by the 5AM Funds. Each of 5AM Partners IV, LLC, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their pecuniary interest therein.
- F3Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F4Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F5Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F6All 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.