Sec Form 4 Filing - SUN PHARMACEUTICAL INDUSTRIES LTD @ 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
SUN PHARMACEUTICAL INDUSTRIES LTD
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)
SUN HOUSE, 201 B/1, WESTERN EXPRESS, HIGHWAY, GOREGAON (E)
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2017
(Street)
MUMBAI MAHARASHTRA, K7400063
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 1,810,536 A 1,810,536 I By Sun Pharmaceutical Industries, Inc. ( 2 )
Common Stock 11/21/2017 P 357,143 A $ 14 357,143 I By Sun Pharma (Netherlands) B.V. ( 3 )
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 B Preferred Stock ( 4 ) 11/21/2017 C 13,000,000 ( 4 ) ( 4 ) Common Stock 1,810,536 ( 4 ) $ 0 0 I By Sun Pharmaceutical Industries, Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUN PHARMACEUTICAL INDUSTRIES LTD
SUN HOUSE, 201 B/1, WESTERN EXPRESS
HIGHWAY, GOREGAON (E)
MUMBAI MAHARASHTRA, K7400063
X
SHANGHVI DILIP S
SUN HOUSE, 201 B/1, WESTERN EXPRESS
HIGHWAY, GOREGAON (E)
MUMBAI MAHARASHTRA, K7400063
X
Sun Pharma (Netherlands) B.V.
POLARISAVENUE 87
HOOFDDORP, P72132 JH
X
Sun Pharmaceutical Industries, Inc.
270 PROSPECT PLAINS ROAD
CRANBURY, NJ08512
X
Signatures
/s/ Dilip S. Shanghvi 11/24/2017
Signature of Reporting Person Date
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries Limited) 11/24/2017
Signature of Reporting Person Date
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries, Inc.) 11/24/2017
Signature of Reporting Person Date
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharma (Netherlands) B.V.) 11/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of Common Stock received by Sun Pharmaceutical Industries, Inc. upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 2 )Sun Pharmaceutical Industries Limited ("Sun Pharma") directly and indirectly owns all shares of Sun Pharmaceutical Industries, Inc., which is the registered owner of the securities. Sun Pharma may be deemed to beneficially own all of the shares of the Issuer held by Sun Pharmaceutical Industries, Inc. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Sun Pharma and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein.
( 3 )Sun Pharma is the sole shareholder of Sun Pharma (Netherlands) B.V., which is the registered owner of the securities. Sun Pharma may be deemed to beneficially own all of the shares of the Issuer held by Sun Pharma (Netherlands) B.V. Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. Sun Pharma and Mr. Shanghvi disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interests therein.
( 4 )All series of the Issuer's Series B Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis on November 21, 2017. The Series B Preferred Stock had no expiration date.

Remarks:
Exhibit 24 - Power of Attorney

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.