Sec Form 3 Filing - 5AM Partners IV, LLC @ scPharmaceuticals Inc. - 2017-11-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
5AM Partners IV, LLC
2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2017
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 10,649,003 I by 5AM Ventures IV, LP ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 7,263,649 I by 5AM Ventures IV, LP ( 2 )
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 443,708 I by 5AM Co-Investors IV, LP ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 302,652 I by 5AM Co-Investors IV, LP ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Partners IV, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Ventures IV, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Co-Investors IV, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
DIEKMAN JOHN D
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
ROCKLAGE SCOTT M
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Partners IV, LLC 11/16/2017
Signature of Reporting Person Date
/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Ventures IV, LLC 11/16/2017
Signature of Reporting Person Date
/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Co-Investors IV, LLC 11/16/2017
Signature of Reporting Person Date
/s/ Andrew J. Schwab 11/16/2017
Signature of Reporting Person Date
/s/ John D. Diekman 11/16/2017
Signature of Reporting Person Date
/s/ Scott M. Rocklage 11/16/2017
Signature of Reporting Person Date
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

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