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*
Nokes Rachael

(Last) (First) (Middle)
C/O SCPHARMACEUTICALS INC.
2400 DISTRICT AVENUE, SUITE 310`

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2019
3. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common Stock 13,850(1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 09/17/2024 Common Stock 10,455 $1.66 D
Stock Option (Right to Buy) (3) 03/13/2025 Common Stock 10,455 $8.12 D
Stock Option (Right to Buy) (4) 04/17/2027 Common Stock 6,426 $3.81 D
Stock Option (Right to Buy) (5) 01/17/2028 Common Stock 17,000 $12.23 D
Stock Option (Right to Buy) (6) 07/17/2028 Common Stock 13,850 $4.88 D
Explanation of Responses:
1. Consists of a restricted stock unit award made pursuant to the scPharmaceuticals Inc. 2017 Stock Option and Incentive Plan. The restricted stock units vest in equal annual installments over a two-year period beginning on February 25, 2019. Vested shares will be delivered to the reporting person as soon as practicable following each vesting date, but in no event later than two and one-half months after the end of the year in which such vesting date occurs.
2. This option is fully vested.
3. 25% of these shares vested on March 13, 2016 then in 36 equal monthly installments thereafter.
4. 25% of these shares vested on April 17, 2018 then in 36 equal monthly installments thereafter.
5. 25% of these shares vested on January 17, 2019 then in 36 equal monthly installments thereafter.
6. 25% of these shares shall vest on July 17, 2019 then in 36 equal monthly installments thereafter.
Remarks:
SVP, Finance; Principal Accounting Officer Exhibit 24 - Power of Attorney
/s/ John Tucker, Attorney-in-Fact 03/06/2019
** 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.
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.