Sec Form 3 Filing - Gibson Robert J @ Scopus BioPharma Inc. - 2020-12-15

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 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
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
Gibson Robert J
2. Issuer Name and Ticker or Trading Symbol
Scopus BioPharma Inc. [ SCPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last) (First) (Middle)
C/O SCOPUS BIOPHARMA INC., 420 LEXINGTON AVENUE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(Street)
NEW YORK, NY10170
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, par value $0.001 2,000 ( 1 ) D
Common Stock, par value $0.001 210,052 ( 2 ) I Dayber Snow LLC
Common Stock, par value $0.001 200,000 ( 3 ) I HCFP/Capital Partners 18B-1 LLC
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
W Warrant ( 4 ) $ 4 10/01/2021 09/30/2026 B Unit 6,668 ( 5 ) I Dayber Snow LLC
W Warrant ( 4 ) $ 4 10/01/2021 09/30/2026 B Unit 769,500 ( 5 ) I HCFP/Capital Partners 18B-2 LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gibson Robert J
C/O SCOPUS BIOPHARMA INC.
420 LEXINGTON AVENUE, SUITE 300
NEW YORK, NY10170
X Vice Chairman
Signatures
/s/ Robert J. Gibson 12/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes an aggregate of 2,000 shares held by Mr. Gibson's minor children.
( 2 )Includes shares held by Dayber Snow LLC, of which Mr. Gibson is a member and co-manager. Accordingly, he is deemed to have shared voting and dispositive power over the shares held by this entity.
( 3 )Does not have voting or dispositive power over the shares held by this entity. Mr. Gibson disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.
( 4 )Each W Warrant is exercisable for one B Unit. Starting on April 1, 2022, each B Unit can be separated into one share of common stock and one Z Warrant. Each Z warrant is exercisable for one share of common stock with an exercise price of $5.00 per share. The Z Warrant will become exercisable on July 1, 2022 and will expire on June 30, 2027.
( 5 )Includes securities held by Dayber Snow LLC, of which Mr. Gibson is a member and co-manager, and HCFP/Capital Partners 18B-2 LLC, over which securities Mr. Gibson does not have voting or dispositive power. Accordingly, he is deemed to have shared voting and dispositive power and no voting and dispositive power over the securities held by Dayber Snow LLC and HCFP/Capital Partners 18B-2 LLC, respectively. Mr. Gibson disclaims beneficial ownership of securities held by these entities, except to the extent of his proportionate pecuniary interest therein.

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.