| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/21/2017 | C | 1,810,536 | A | (1) | 1,810,536 | I | By Sun Pharmaceutical Industries, Inc.(2) | ||
| Common Stock | 11/21/2017 | P | 357,143 | A | $14 | 357,143 | I | By Sun Pharma (Netherlands) B.V.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (4) | 11/21/2017 | C | 13,000,000 | (4) | (4) | Common Stock | 1,810,536(4) | $0.00 | 0 | I | By Sun Pharmaceutical Industries, Inc.(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the total number of shares of Common Stock received by Sun Pharmaceutical Industries, Inc. upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering. |
| 2. Sun Pharmaceutical Industries Limited ("Sun Pharma") directly and indirectly owns all shares of Sun Pharmaceutical Industries, Inc., which is the registered owner of the securities. Sun Pharma may be deemed to beneficially own all of the shares of the Issuer held by Sun Pharmaceutical Industries, Inc. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Sun Pharma and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein. |
| 3. Sun Pharma is the sole shareholder of Sun Pharma (Netherlands) B.V., which is the registered owner of the securities. Sun Pharma may be deemed to beneficially own all of the shares of the Issuer held by Sun Pharma (Netherlands) B.V. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Sun Pharma and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein. |
| 4. All series of the Issuer's Series B Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis on November 21, 2017. The Series B Preferred Stock had no expiration date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Dilip S. Shanghvi | 11/24/2017 | |
| /s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries Limited) | 11/24/2017 | |
| /s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries, Inc.) | 11/24/2017 | |
| /s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharma (Netherlands) B.V.) | 11/24/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||