-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PiCipMZWa1+e9GzGPmhmvIx+elMqQivhTciC++mNxgNP+rKqetvLoZKFI9LwyVNu 99S35B/bb2wdIbWNx9c4Jg== 0001193125-11-005204.txt : 20110110 0001193125-11-005204.hdr.sgml : 20110110 20110110170507 ACCESSION NUMBER: 0001193125-11-005204 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110110 DATE AS OF CHANGE: 20110110 GROUP MEMBERS: JON PLEXICO GROUP MEMBERS: STONEPINE CAPITAL MANAGEMENT LLC GROUP MEMBERS: STONEPINE CAPITAL, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYNCH TIMOTHY P CENTRAL INDEX KEY: 0001270925 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 651 GATEWAY BLVD STE 950 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sucampo Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001365216 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133929237 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83614 FILM NUMBER: 11520776 BUSINESS ADDRESS: STREET 1: 4520 EAST-WEST HIGHWAY, SUITE 300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019613400 MAIL ADDRESS: STREET 1: 4520 EAST-WEST HIGHWAY, SUITE 300 CITY: BETHESDA STATE: MD ZIP: 20814 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

 

Sucampo Pharmaceuticals, Inc.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

864909106

(CUSIP Number)

 

December 3, 2010

(Date of Event which Requires Filing of Statement)

 

 

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

x Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 the 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. 864909106

 

  1   

NAMES OF REPORTING PERSONS:

 

    Timothy Lynch

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):                     

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    1,296,151*

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    1,296,151*

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,296,151

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

    ¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    8.3%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN/HC

 

* The shares reported are owned by Stonepine Capital, L.P.

 

Page 2 of 12


 

 

CUSIP No. 864909106

 

  1   

NAMES OF REPORTING PERSONS:

 

    Jon Plexico

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):                     

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH      

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    1,296,151*

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    1,296,151*

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,296,151

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

    ¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    8.3%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN/HC

 

* The shares reported are owned by Stonepine Capital, L.P.

 

Page 3 of 12


 

 

CUSIP No. 864909106

 

  1   

NAMES OF REPORTING PERSONS:

 

    Stonepine Capital Management LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 025606512

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH      

SOLE VOTING POWER

 

    1,296,151*

   6   

SHARED VOTING POWER

 

    0

   7   

SOLE DISPOSITIVE POWER

 

    1,296,151*

   8   

SHARED DISPOSITIVE POWER

 

    0

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,296,151

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

    ¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    8.3%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IA

 

* The shares reported are owned by Stonepine Capital, L.P., a partnership for which Stonepine Capital Management LLC serves as general partner.

 

Page 4 of 12


 

 

CUSIP No. 864909106

 

  1   

NAMES OF REPORTING PERSONS:

 

    Stonepine Capital, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 20-4562740

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH      

SOLE VOTING POWER

 

    1,296,151

   6   

SHARED VOTING POWER

 

    0

   7   

SOLE DISPOSITIVE POWER

 

    1,296,151

   8   

SHARED DISPOSITIVE POWER

 

    0

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,296,151

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

    ¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    8.3%

12

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

Page 5 of 12


 

Item 1(a) Name of Issuer:

Sucampo Pharmaceuticals, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

4520 East-West Highway, Suite 300

Bethesda, MD 20814

 

Item 2(a) Name of Person Filing:

Timothy Lynch

Jon Plexico

Stonepine Capital, L.P. (the “Fund”)

Stonepine Capital Management LLC (“Stonepine”)

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

475 Five Gate Rd., Suite 320, Sausalito, CA 94965

 

Item 2(c) Citizenship:

U.S.

 

Item 2(d) Title of Class of Securities:

Class A Common Stock

 

Item 2(e) CUSIP Number:

864909106

 

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:

 

(a)    q    Broker or Dealer registered under Section 15 of the Act
(b)    q    Bank as defined in section 3(a)(6) of the Act
(c)    q    Insurance Company as defined in section 3(a)(19) of the Act
(d)    q    Investment Company registered under section 8 of the Investment Company Act of 1940
(e)    x    Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
(f)    q    An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F)
(g)    x    Parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G)
(h)    q    A saving association as defined in Section 3(b) of the Federal Deposit Insurance Act
(i)    q    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(j)    q    Group, in accordance with Section 240.13d-1(b)(ii)(J)

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Page 6 of 12


Reference is hereby made to Items 5-9 and 11 of pages 2 - 5 of this Schedule, which Items are incorporated by reference herein.

The securities reported on this Schedule as beneficially owned by Stonepine (the “Securities”) are held by or for the benefit of the Fund. Stonepine, as the Fund’s general partner and each of Jon Plexico and Timothy Lynch, as the member-managers of Stonepine, may be deemed to beneficially own the Securities held by the Fund for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Stonepine, Mr. Plexico or Mr. Lynch is, for any other purpose, the beneficial owner of any of the Securities, and each of Stonepine, Mr. Plexico and Mr. Lynch disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in item 11 of pages 2 - 5 was derived from the Issuer’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 3, 2010, in which the Issuer stated that the number of shares of its Class A common stock outstanding as of November 2, 2010 was 15,658,938 shares.

 

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 or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Page 7 of 12


 

Item 10. Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 8 of 12


Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 7, 2011     STONEPINE CAPITAL MANAGEMENT LLC
    By:  

/S/    TIMOTHY LYNCH        

     

Timothy Lynch

Its Member-Manager

    JON PLEXICO
     

/S/    JON PLEXICO        

      Jon Plexico
    TIMOTHY LYNCH
     

/S/    TIMOTHY LYNCH        

      Timothy Lynch

 

Page 9 of 12


By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 7, 2011     STONEPINE CAPITAL, L.P.
    By:   Stonepine Capital Management LLC, its General Partner
    By:  

/S/    TIMOTHY LYNCH        

      Timothy Lynch
      Its Member-Manager

 

Page 10 of 12


EXHIBIT INDEX

 

Exhibit A

   Joint Filing Undertaking    Page 12

 

Page 11 of 12


EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

 

Dated: January 7, 2011     STONEPINE CAPITAL MANAGEMENT LLC
    By:  

/S/    TIMOTHY LYNCH        

     

Timothy Lynch

Its Member-Manager

   

STONEPINE CAPITAL, L.P.

By: Stonepine Capital Management LLC, its General Partner

    By:  

/S/    TIMOTHY LYNCH        

     

Timothy Lynch

Its Member-Manager

    JON PLEXICO
     

/S/    JON PLEXICO        

      Jon Plexico
    TIMOTHY LYNCH
     

/S/    TIMOTHY LYNCH        

      Timothy Lynch

 

Page 12 of 12

-----END PRIVACY-ENHANCED MESSAGE-----