-----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, WICBJVlILhUz5355w956vzAQeZ0JL0/7vLnh7C8hqmkWKJiyv9VU9cdc5KFLRWhZ vK+UlIWfFEDRMHmfKQX7YQ== 0001104659-10-007451.txt : 20100216 0001104659-10-007451.hdr.sgml : 20100215 20100216172031 ACCESSION NUMBER: 0001104659-10-007451 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DR. RYUJI UENO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kuno Sachiko CENTRAL INDEX KEY: 0001383384 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O SUCAMPO PHARMACEUTICALS STREET 2: 4520 EAST-WEST HIGHWAY, SUITE 300 CITY: BETHESDA STATE: MD ZIP: 20814 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83614 FILM NUMBER: 10609816 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/A 1 a10-3739_1sc13ga.htm SC 13G/A

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
Amendment No. 2

 

SUCAMPO PHARMACEUTICALS, INC.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

864909106

(CUSIP Number)

DECEMBER 31, 2009

(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)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

Check the following box if a fee is being paid with this statement.  o

 



 

CUSIP No.: 864909106

 

 

(1)

Name of Reporting Person
DR. SACHIKO KUNO*

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship
JAPAN

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
30,585,085
(1)

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
30,585,085
(1)

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
30,585,085
(1)

 

 

(10)

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

 

 

(11)

Percent of Class Represented by Amount in Row (9)
72.7%

 

 

(12)

Type of Reporting Person
IN

 


* This statement is filed jointly on behalf of Dr. Sachiko Kuno and her husband, Dr. Ryuji Ueno, pursuant to Rule 13d-1(k)(1).  Dr. Kuno disclaims membership in a group with Dr. Ueno.

 

(1) Includes 1,109,752 shares of Class A Common Stock and 26,191,050 shares of Class B Common Stock owned by S&R Technology Holdings, Inc., which is wholly owned by Dr. Kuno and her husband.  Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock without further consideration.  Dr. Kuno disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.  Also includes 148,530 shares of Class A Common Stock and vested options to purchase an additional 113,000 shares of Class A Common Stock owned by Dr. Kuno’s husband.  Dr. Kuno disclaims beneficial ownership of these shares.  Also includes 400,566 shares of Class A Common Stock owned by S&R Foundation, of whose Board of Directors Dr. Kuno and her husband are each members.  Dr. Kuno disclaims beneficial ownership of these shares.  Also includes 2,485,150 shares of Class A Common Stock owned by R-Tech Ueno, Ltd. (“R-Tech”), a majority of whose capital stock is owned (directly and indirectly) by Dr. Kuno and her husband.  R-Tech acquired these shares before the initial public offering of Sucampo Pharmaceuticals, Inc.  Voting and dispositive power with respect to the shares owned by R-Tech is held by its board of directors.  Dr. Kuno is the chairperson of the board of directors of R-Tech and one of its four directors.  Pursuant to company policy, Dr. Kuno does not participate in any voting or investment decisions with regard to these shares.  Dr. Kuno disclaims beneficial ownership of these shares.

 

2



 

CUSIP No.: 864909106

 

 

(1)

Name of Reporting Person
DR. RYUJI UENO*

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship
JAPAN

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
30,585,085
(2)

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
30,585,085
(2)

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
30,585,085
(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)
72.7%

 

 

(12)

Type of Reporting Person
IN

 


* This statement is filed jointly on behalf of Dr. Ryuji Ueno and his wife, Dr. Sachiko Kuno, pursuant to Rule 13d-1(k)(1).  Dr. Ueno disclaims membership in a group with Dr. Kuno.

 

(2) Includes 1,109,752 shares of Class A Common Stock and 26,191,050 shares of Class B Common Stock owned by S&R Technology Holdings, Inc., which is wholly owned by Dr. Ueno and his wife.  Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock without further consideration.  Dr. Ueno disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.  Also includes 52,037 shares of Class A Common Stock and a vested option to purchase an additional 85,000 shares of Class A Common Stock owned by Dr. Ueno’s wife.  Dr. Ueno disclaims beneficial ownership of these shares.  Also includes 400,566 shares of Class A Common Stock owned by S&R Foundation, of whose Board of Directors Dr. Ueno and his wife are each members.  Dr. Ueno disclaims beneficial ownership of these shares.  Also includes 2,485,150 shares of Class A Common Stock owned by R-Tech Ueno, Ltd. (“R-Tech”), a majority of whose capital stock is owned (directly and indirectly) by Dr. Ueno and his wife.  R-Tech acquired these shares before the initial public offering of Sucampo Pharmaceuticals, Inc.  Voting and dispositive power with respect to the shares owned by R-Tech is held by its board of directors.  Dr. Ueno’s wife is the chairperson of the board of directors of R-Tech and one of its four directors.  Pursuant to company policy, Dr. Ueno’s wife does not participate in any voting or investment decisions with regard to these shares.  Dr. Ueno disclaims beneficial ownership of these shares

 

3



 

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).

 

Names of Persons Filing
DR.
SACHIKO KUNO

DR. RYUJI UENO

Item 2(b).

 

Address of Principal Business Office or, if none, Residence
24687 YACHT CLUB ROAD

ST. MICHAELS, MD 21663

Item 2(c).

 

Citizenship
JAPAN

Item 2(d).

 

Title of Class of Securities
CLASS A COMMON STOCK

Item 2(e).

 

CUSIP No.
864909106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

4



 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

30,585,085(3)

 

(b)

Percent of class:   

72.7%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

30,585,085(3)

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

30,585,085(3)

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

 

NOT APPLICABLE

 

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

 


(3) See footnotes 1 and 2 on the cover pages to this schedule.

 

5



 

Item 10.

Certifications

 

NOT APPLICABLE

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.  We also hereby agree that the above statement containing the information required by Schedule 13G with respect to the securities described therein is filed on behalf of each of us.

 

 

Dated:

February 16, 2010

/s/ Sachiko Kuno

 

 

Dr. Sachiko Kuno

 

 

 

 

 

 

Dated:

February 16, 2010

/s/ Ryuji Ueno

 

 

Dr. Ryuji Ueno

 

6


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