Sec Form 3 Filing - 5AM Opportunities I (GP), LLC @ scPharmaceuticals Inc. - 2020-05-26

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 Opportunities I (GP), LLC
2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2020
(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
Common Stock 578,034 I By 5AM Opportunities I, L.P. ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISC O, CA94107
See Remarks
5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
See Remarks
Signatures
/s/ Andrew J. Schwab, Managing Member of 5AM Opportunities I (GP), LLC 05/28/2020
Signature of Reporting Person Date
/s/ Andrew J. Schwab, Managing Member of 5AM Opportunities I (GP), LLC, the General Partner of 5AM Opportunities I, L.P. 05/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held directly by 5AM Opportunities I, L.P. ("5AM Opportunities"). 5AM Opportunities I (GP), LLC ("5AM Opportunities GP") is the sole general partner of 5AM Opportunities. 5AM Opportunities GP may be deemed to have voting and investment power over the shares beneficially owned by 5AM Opportunities. 5AM Opportunities GP disclaims beneficial ownership of the shares of Common Stock held directly by 5AM Opportunities, except to the extent of its pecuniary interest therein.

Remarks:
5AM Ventures IV, L.P., 5AM Co-Investors IV, L.P. (collectively, the "5AM IV Funds") and 5AM Opportunities are under common control, and by virtue of this relationship, the reporting persons may potentially be considered to be members of a "group" that beneficially owns greater than 10% of the outstanding common stock of the Issuer. However, the reporting persons expressly disclaim status as a "group" with the 5AM IV Funds for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"). This report shall not be deemed to be an admission that any reporting person (a) is the beneficial owner of any securities held by the 5AM IV Funds for purposes of Section 16, or otherwise or (b) is required to file reports under Section 16.

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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