SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

3. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,649,003	⁽¹⁾	I	by 5AM Ventures IV, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,263,649	⁽¹⁾	I	by 5AM Ventures IV, LP⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	443,708	⁽¹⁾	I	by 5AM Co-Investors IV, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	302,652	⁽¹⁾	I	by 5AM Co-Investors IV, LP⁽²⁾

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM Ventures IV, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

5AM Co-Investors IV, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. All series of Convertible Preferred Stock will automatically convert into scPharmaceuticals Inc. common stock on a 7.180193-for-1 basis immediately prior to the closing of the initial public offering and have no expiration date.

2. 5AM Partners IV, LLC is the general partner of 5AM Ventures IV, LP and 5AM Co-Investors IV, LP. (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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Partners IV, LLC	11/16/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Ventures IV, LLC	11/16/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Co-Investors IV, LLC	11/16/2017
	/s/ Andrew J. Schwab	11/16/2017
	/s/ John D. Diekman	11/16/2017
	/s/ Scott M. Rocklage	11/16/2017
	** 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 5 (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.
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