-----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, K7k5hFxuT7PnbfD5fCcr//2Guq3Y1ZwO1hhD84lG0v1rccMkZcK4jEuhQj/jJ0AW MnrZ3yvfbeJphSr3MxUC0w== 0001104659-10-007396.txt : 20100216 0001104659-10-007396.hdr.sgml : 20100215 20100216164131 ACCESSION NUMBER: 0001104659-10-007396 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 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: 10608767 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S&R Technology Holdings, LLC CENTRAL INDEX KEY: 0001384384 IRS NUMBER: 522242847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7201 WISCONSIN AVE., SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019418111 MAIL ADDRESS: STREET 1: 7201 WISCONSIN AVE., SUITE 700 CITY: BETHESDA STATE: MD ZIP: 20814 SC 13G/A 1 a10-3739_2sc13ga.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. 1

 

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
I.R.S. Identification No. of Above Person

S&R TECHNOLOGY HOLDINGS, LLC

52-2242847

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
29,785,952
(1)

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
29,785,952
(1)

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
29,785,952
(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)
71.2%

 

 

(12)

Type of Reporting Person
OO

 


(1) Includes 26,191,050 shares of Class B Common Stock of the issuer.  Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock without further consideration.  Also includes 2,485,150 shares of Class A Common Stock owned by R-Tech Ueno, Ltd. (“R-Tech”).   S&R Technology Holdings, LLC is R-Tech’s largest shareholder, owning 16,370 shares, or 33.26%, of R-Tech’s capital stock as of the date of this filing.  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.  S&R disclaims beneficial ownership of these shares.

 

2



 

Item 1(a).

Name of Issuer
SUCAMPO PHARMACEUTICALS, INC.
(2)

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
S&R TECHNOLOGY HOLDINGS, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence
7501 WISCONSIN AVENUE

SUITE 600

BETHESDA, MD 20814-6519

Item 2(c).

Citizenship
DELAWARE

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

 


(2) Sucampo Pharmaceuticals, Inc. (the “Issuer”) is the successor to Sucampo Pharma Americas, Inc., a Delaware corporation formerly named Sucampo Pharmaceuticals, Inc., for purposes of filings under Section 13(d) of the Securities Exchange Act of 1934, as amended, as a result of a reorganization into a holding company structure.  In the reorganization the Issuer became the new parent holding company of Sucampo Pharma Americas, Inc.

 

3



 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

29,785,952(3)

 

(b)

Percent of class:    

71.2%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

29,785,952(3)

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

29,785,952(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 footnote 1 on the cover page to this schedule.

 

4



 

Item 10.

Certifications

 

NOT APPLICABLE

 

 

SIGNATURE

 

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

 

 

Dated: February 16, 2010

S&R TECHNOLOGY HOLDINGS, LLC

 

 

 

By:

/s/ Sachiko Kuno

 

Name:

Sachiko Kuno

 

5


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