Sec Form 4 Filing - Ueno Ryuji @ Sucampo Pharmaceuticals, Inc. - 2012-08-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ueno Ryuji
2. Issuer Name and Ticker or Trading Symbol
Sucampo Pharmaceuticals, Inc. [ SCMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Chief Scientific Officer
(Last) (First) (Middle)
4520 EAST-WEST HIGHWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/30/2012
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 08/30/2012 X 26,191,050 A 26,400,802 I By S&R Technology Holdings, Inc. ( 2 )
Class A Common Stock 10/01/2012 S 38,450 D $ 5.1546 ( 3 ) 26,362,352 I By S&R Technology Holdings, Inc. ( 2 )
Class A Common Stock 148,530 D
Class A Common Stock 52,037 I By Wife ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 5 ) 08/30/2012 X 26,191,050 ( 5 ) ( 5 ) Class A Common Stock 26,191,050 ( 6 ) 0 I By S&R Technology Holdings, Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ueno Ryuji
4520 EAST-WEST HIGHWAY
SUITE 300
BETHESDA, MD20814
X X CEO, Chief Scientific Officer
Signatures
/s/ Kei Tolliver, by Power of Attorney 10/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired upon conversion of shares of Class B Common Stock on a one-for-one basis.
( 2 )S&R Technology Holdings, LLC is wholly owned by Dr. Ueno and his wife. Dr. Ueno disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.02 to $5.24, inclusive. The reporting person undertakes to provide to Sucampo Pharmaceuticals, Inc., any security holder of Sucampo Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )Dr. Ueno disclaims beneficial ownership of the reported securities.
( 5 )Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock without further consideration.
( 6 )Taking into account all applicable stock splits, S&R Technology Holdings, LLC obtained (i) 2,465,000 shares of Class B Common Stock for $290,000, (ii) 11,722,350 shares of Class B Common Stock for $2,413,425, and (iii) 12,003,700 shares of Class B Common Stock for $1,999,958.

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).

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