SC 13D Amendment No. 1

0001193125-16-807385.txt : 20161229 0001193125-16-807385.hdr.sgml : 20161229 20161229164755 ACCESSION NUMBER: 0001193125-16-807385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161229 DATE AS OF CHANGE: 20161229 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83614 FILM NUMBER: 162075603 BUSINESS ADDRESS: STREET 1: 805 KING FARM BOULEVARD, SUITE 550 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3019613400 MAIL ADDRESS: STREET 1: 805 KING FARM BOULEVARD, SUITE 550 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S&R Foundation CENTRAL INDEX KEY: 0001614000 IRS NUMBER: 522284478 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1623 28TH STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 202-298-6007 MAIL ADDRESS: STREET 1: 1623 28TH STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 SC 13D/A 1 d263105dsc13da.htm SC 13D AMENDMENT NO. 1 SC 13D Amendment No. 1

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)

December 15, 2016

(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. S&R Foundation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 52-2284478
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 District of Columbia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
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 February 16, 2016. 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 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)

As of the date hereof, no Shares are beneficially owned by the Foundation.

(b)

Not applicable.

(c)

On December 15, 2016, the Foundation disposed of all 2,800,566 Shares it previously held in a series of gift transactions.

(d)

Not applicable.

(e)

The Foundation ceased to be the beneficial owner of more than five percent of the Shares on December 15, 2016.

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: December 28, 2016


S&R FOUNDATION

By:		/s/ Kei Tolliver
Name: Kei Tolliver
Title: Treasurer and Assistant Secretary