Sec Form 4 Filing - Tucker John H @ scPharmaceuticals Inc. - 2025-10-07

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
Tucker John H
2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O SCPHARMACEUTICALS INC, 25 BURLINGTON MALL ROAD, SUITE 203
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2025
(Street)
BURLINGTON, MA01803
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
Common Stock 10/07/2025 U 122,345 D 318,502 D
Common Stock 10/07/2025 D 318,502 D 0 D
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
Stock Option (Right to Buy) $ 3.34 10/07/2025 D 300,000 ( 4 ) 02/11/2035 Common Stock 300,000 $ 0 0 D
Stock Option (Right to Buy) $ 3.25 10/07/2025 D 84,500 ( 4 ) 02/25/2029 Common Stock 84,500 $ 0 0 D
Stock Option (Right to Buy) $ 4.31 10/07/2025 D 249,000 ( 4 ) 01/31/2032 Common Stock 249,000 $ 0 0 D
Stock Option (Right to Buy) $ 3.81 10/07/2025 D 496,674 ( 4 ) 03/07/2027 Common Stock 496,674 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tucker John H
C/O SCPHARMACEUTICALS INC
25 BURLINGTON MALL ROAD, SUITE 203
BURLINGTON, MA01803
X President and CEO
Signatures
/s/ Rachael Nokes, Attorney-in-fact for John H. Tucker 10/07/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. Tendering stockholders received per share consideration of $5.35 in cash per share, subject to any applicable withholding taxes and without interest thereon, plus one non-tradable contingent value right ("CVR") per share, representing the right to receive one contingent payment of $1.00, in cash,
( 2 )(Continued from footnote 1) subject to any applicable withholding taxes and without interest thereon, upon achievement of the specified milestone. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of October 7, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
( 3 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each time-based restricted stock unit award with respect to shares that is, at the time of determination, subject to vesting or forfeiture conditions ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive (i) an amount in cash equal to the product of the number of shares underlying such RSU Award immediately prior to the Effective Time multiplied by $5.35, subject to any applicable withholding taxes and without interest thereon plus (ii) one CVR with respect to each share subject to such RSU Award immediately prior to the Effective Time.
( 4 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares (a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time and that that has an exercise price per share that is less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each Share subject to such Company Option.

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