UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sucampo Pharmaceuticals, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
864909106
(CUSIP Number)
David N. Oakey, Esquire
McGuireWoods LLP
800 East Canal Street
Richmond, VA 23219
(804) 775-1022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 12, 2017
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 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.
| 1 | NAMES OF REPORTING PERSONS. Sachiko Kuno Foundation, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 47-3532147 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,215,860 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,215,860 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,215,860 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
Explanatory Note: This Amendment No. 1 amends and supplements the Schedule 13D originally filed by the undersigned with the Securities and Exchange Commission on December 29, 2016 (the “Original filing”). Capitalized terms used in this Amendment No. 1 and not defined herein have the respective meanings assigned to such terms in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and restated as follows:
The Foundation has no present plans or proposals which relate to, or would result in, any one or more of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, but does reserve the right to, from time to time, acquire or dispose of Shares.
Sachiko Kuno (“Dr. Kuno”), the Foundation’s sole director and President, serves as manager and President of SK Impact Fund, LLC (the “LLC”), which currently holds approximately 15% of the outstanding Shares. The LLC’s sole member is the Trust, for which Dr. Kuno serves as trustee. Kei Tolliver, the Foundation’s Secretary and Treasurer also serves as Secretary and Treasurer of the LLC. Given its status as a significant shareholder, representatives of the LLC may, from time to time, engage in discussions with the Issuer regarding the Issuer’s corporate strategy and general business activities.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
| (a) | As of the date hereof, the Foundation beneficially owns 1,215,860 Shares, which represents approximately 2.6% of the outstanding Shares. This percentage calculation is based on the total number of Shares reported as outstanding in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 2, 2017. The number and percentage of Shares beneficially owned by the Listed Persons is set forth on Schedule A and is incorporated herein by reference. |
| (b) | The Foundation has sole voting and dispositive power with regard to the Shares described in Item 5(a) above. The nature of the Listed Person’s beneficial ownership of Shares is set forth on Schedule A and is incorporated herein by reference. |
| (c) | A list of transactions engaged in by the Foundation since the Original Filing is set forth on Schedule B attached hereto and is incorporated herein by reference. Any transactions engaged in by the Listed Persons since the Original Filing are described on Schedule A and incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | The Foundation ceased to be the beneficial owner of more than five percent of the Shares as of May 24, 2017. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated as follows:
Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 is hereby amended and restated as follows:
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: September 27, 2017
| SACHIKO KUNO FOUNDATION, INC. | ||
| By: | /s/ Sachiko Kuno | |
| Name: Sachiko Kuno | ||
| Title: President | ||
Schedule A
| Name |
Position and Present Principal Occupation |
Shares Beneficially Owned |
||||
| Dr. Sachiko Kuno |
Director and President, Sachiko Kuno Foundation, Inc. Manager and President, SK Impact Fund, LLC |
8,353,204 | 1 | |||
| Kei Tolliver |
Secretary and Treasurer, Sachiko Kuno Foundation, Inc. Founder, Kei S. Tolliver Law, LLC |
1,800 | 2 | |||
Dr. Kuno is a citizen of the United States and Ms. Tolliver is a citizen of Japan.
The principal business address for each of the persons listed above is c/o Sachiko Kuno Foundation, Inc., 28307 Mallard Drive, Easton, Maryland 21601.
| 1. | Represents approximately 17.9% of the outstanding Shares. Includes 7,137,344 Shares held by the LLC. Also includes 1,215,860 Shares held by the Foundation. Dr. Kuno disclaims beneficial ownership of the shares held by the Foundation. |
| 2. | Represents less than 1% of the outstanding Shares. All 1,800 Shares are held directly by Ms. Tolliver. |
Transactions by Listed Persons since Original Filing
On September 11, 2017, the LLC, for which Dr. Kuno serves as manager and President, sold 1,000,000 Shares for $12.00 per share through a block trade pursuant to Rule 144 under the Securities Act of 1933, as amended.
Ms. Tolliver has not engaged in any transactions in Shares since the Original Filing.
Schedule B
| Reporting Person |
Date | Transaction |
Number of Shares | Price Per Share | Nature of Transaction | |||||||||||
| Foundation |
09/01/2017 | Sale | 19,533 | $ | 11.8178 | Open market sale | ||||||||||
| Foundation |
08/31/2017 | Sale | 19,200 | $ | 11.6202 | Open market sale | ||||||||||
| Foundation |
08/30/2017 | Sale | 19,540 | $ | 11.4561 | Open market sale | ||||||||||
| Foundation |
08/29/2017 | Sale | 16,300 | $ | 11.3333 | Open market sale | ||||||||||
| Foundation |
08/28/2017 | Sale | 16,920 | $ | 11.3378 | Open market sale | ||||||||||
| Foundation |
08/25/2017 | Sale | 28,000 | $ | 11.2786 | Open market sale | ||||||||||
| Foundation |
08/24/2017 | Sale | 17,000 | $ | 11.2094 | Open market sale | ||||||||||
| Foundation |
08/23/2017 | Sale | 17,028 | $ | 11.2172 | Open market sale | ||||||||||
| Foundation |
08/22/2017 | Sale | 32,436 | $ | 11.1079 | Open market sale | ||||||||||
| Foundation |
08/21/2017 | Sale | 77,842 | $ | 11.0206 | Open market sale | ||||||||||
| Foundation |
08/16/2017 | Sale | 2,000 | $ | 10.5125 | Open market sale | ||||||||||
| Foundation |
08/15/2017 | Sale | 3,488 | $ | 10.5022 | Open market sale | ||||||||||
| Foundation |
08/14/2017 | Sale | 1,601 | $ | 10.5125 | Open market sale | ||||||||||
| Foundation |
08/09/2017 | Sale | 18,200 | $ | 10.6007 | Open market sale | ||||||||||
| Foundation |
08/08/2017 | Sale | 25,102 | $ | 10.6345 | Open market sale | ||||||||||
| Foundation |
08/07/2017 | Sale | 2,900 | $ | 10.5000 | Open market sale | ||||||||||
| Foundation |
08/04/2017 | Sale | 15,168 | $ | 10.5450 | Open market sale | ||||||||||
| Foundation |
08/03/2017 | Sale | 1,962 | $ | 10.5300 | Open market sale | ||||||||||
| Foundation |
08/02/2017 | Sale | 7,220 | $ | 10.7098 | Open market sale | ||||||||||
| Foundation |
08/01/2017 | Sale | 18,716 | $ | 10.6725 | Open market sale | ||||||||||
| Foundation |
07/31/2017 | Sale | 9,400 | $ | 10.8024 | Open market sale | ||||||||||
| Foundation |
07/28/2017 | Sale | 15,800 | $ | 10.8419 | Open market sale | ||||||||||
| Foundation |
07/27/2017 | Sale | 26,805 | $ | 10.7892 | Open market sale | ||||||||||
| Foundation |
07/26/2017 | Sale | 12,315 | $ | 11.0267 | Open market sale | ||||||||||
| Foundation |
07/25/2017 | Sale | 13,476 | $ | 11.0048 | Open market sale | ||||||||||
| Foundation |
07/24/2017 | Sale | 10,315 | $ | 10.9452 | Open market sale | ||||||||||
| Foundation |
07/21/2017 | Sale | 7,090 | $ | 10.9073 | Open market sale | ||||||||||
| Foundation |
07/20/2017 | Sale | 15,900 | $ | 10.9566 | Open market sale | ||||||||||
| Foundation |
07/19/2017 | Sale | 20,827 | $ | 10.8519 | Open market sale | ||||||||||
| Foundation |
07/18/2017 | Sale | 13,100 | $ | 10.8721 | Open market sale | ||||||||||
| Foundation |
07/17/2017 | Sale | 19,900 | $ | 10.9671 | Open market sale | ||||||||||
| Foundation |
07/14/2017 | Sale | 23,778 | $ | 11.0110 | Open market sale | ||||||||||
| Foundation |
07/13/2017 | Sale | 19,074 | $ | 10.9346 | Open market sale | ||||||||||
| Foundation |
07/12/2017 | Sale | 18,276 | $ | 10.7834 | Open market sale | ||||||||||
| Foundation |
07/11/2017 | Sale | 31,400 | $ | 10.7688 | Open market sale | ||||||||||
| Foundation |
07/10/2017 | Sale | 20,300 | $ | 10.7116 | Open market sale | ||||||||||
| Foundation |
07/07/2017 | Sale | 10,541 | $ | 10.6285 | Open market sale | ||||||||||
| Foundation |
07/06/2017 | Sale | 6,800 | $ | 10.5408 | Open market sale | ||||||||||
| Foundation |
07/05/2017 | Sale | 17,884 | $ | 10.6043 | Open market sale | ||||||||||
| Foundation |
07/03/2017 | Sale | 8,105 | $ | 10.6249 | Open market sale | ||||||||||
| Foundation |
06/30/2017 | Sale | 4,100 | $ | 10.5244 | Open market sale | ||||||||||
| Foundation |
06/29/2017 | Sale | 11,266 | $ | 10.5576 | Open market sale | ||||||||||
| Foundation |
06/28/2017 | Sale | 7,430 | $ | 10.5831 | Open market sale | ||||||||||
| Foundation |
06/27/2017 | Sale | 10,700 | $ | 10.4925 | Open market sale | ||||||||||
| Foundation |
06/12/2017 | Sale | 7,900 | $ | 10.0206 | Open market sale | ||||||||||
| Foundation |
06/09/2017 | Sale | 16,120 | $ | 10.1489 | Open market sale | ||||||||||
| Foundation |
06/08/2017 | Sale | 8,590 | $ | 10.0725 | Open market sale | ||||||||||
| Foundation |
06/07/2017 | Sale | 8,337 | $ | 10.0293 | Open market sale | ||||||||||
| Foundation |
06/06/2017 | Sale | 14,805 | $ | 10.0570 | Open market sale | ||||||||||
| Foundation |
06/05/2017 | Sale | 18,724 | $ | 10.0340 | Open market sale | ||||||||||
| Foundation |
06/02/2017 | Sale | 11,859 | $ | 10.3527 | Open market sale | ||||||||||
| Foundation |
05/30/2017 | Sale | 59,303 | $ | 10.0496 | Open market sale | ||||||||||
| Foundation |
05/26/2017 | Sale | 25,019 | $ | 10.2931 | Open market sale | ||||||||||
| Foundation |
05/25/2017 | Sale | 45,000 | $ | 10.4356 | Open market sale | ||||||||||
| Foundation |
05/24/2017 | Sale | 180,283 | $ | 10.6696 | Open market sale | ||||||||||
| Foundation |
05/23/2017 | Sale | 73,745 | $ | 10.4944 | Open market sale | ||||||||||