Sec Form 4 Filing - 5AM Partners IV, LLC @ scPharmaceuticals Inc. - 2017-11-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
C/O SCPHARMACEUTICALS INC, 2400 DISTRICT AVENUE SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2017
(Street)
BURLINGTON, MA01830
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
Common Stock 11/21/2017 C 1,483,107 A 1,483,107 I by 5AM Ventures IV, L.P. ( 2 )
Common Stock 11/21/2017 C 1,011,623 A 2,494,730 I by 5AM Ventures IV, L.P. ( 2 )
Common Stock 11/21/2017 P 628,572 A $ 14 3,123,302 I by 5AM Ventures IV, L.P. ( 2 )
Common Stock 11/21/2017 C 61,795 A 61,795 I by 5AM Co-Investors IV, L.P. ( 2 )
Common Stock 11/21/2017 C 42,150 A 103,945 I by 5AM Co-Investors IV, L.P. ( 2 )
Common Stock 11/21/2017 P 26,190 A $ 14 130,135 I by 5AM Co-InvestorsIV, L.P. ( 2 )
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. Transa ction 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 ( 6 ) 11/21/2017 C 10,649,003 ( 6 ) ( 6 ) Common Stock 1,483,107 ( 6 ) $ 0 0 I by 5AM Ventures IV, L.P. ( 2 )
Series B Preferred Stock ( 6 ) 11/21/2017 C 7,263,649 ( 6 ) ( 6 ) Common Stock 1,011,623 ( 6 ) $ 0 0 I by 5AM Ventures IV, L.P. ( 2 )
Series A Preferred Stock ( 6 ) 11/21/2017 C 443,708 ( 6 ) ( 6 ) Common Stock 61,795 ( 6 ) $ 0 0 I by 5AM Co-Investors IV, L.P. ( 2 )
Series B Preferred Stock ( 6 ) 11/21/2017 C 302,652 ( 6 ) ( 6 ) Common Stock 42,150 ( 6 ) $ 0 0 I by 5AM Co-Investors IV, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Partners IV, LLC
C/O SCPHARMACEUTICALS INC
2400 DISTRICT AVENUE SUITE 310
BURLINGTON, MA01830
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 11/21/2017
Signature of Reporting Person Date
/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Ventures IV, L.P. 11/21/2017
Signature of Reporting Person Date
/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Co-Investors IV, L.P. 11/21/2017
Signature of Reporting Person Date
/s/ Andrew J. Schwab 11/21/2017
Signature of Reporting Person Date
/s/ John D. Diekman 11/21/2017
Signature of Reporting Person Date
/s/ Scott M. Rocklage 11/21/2017
Signatu re of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 2 )5AM Partners IV, LLC is the general partner of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (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.
( 3 )Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 4 )Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 5 )Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 6 )All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis on November 21, 2017 and had no expiration 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 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).

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.