SEC FORM
4
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| SUN HOUSE, 201 B/1, WESTERN EXPRESS |
| HIGHWAY, GOREGAON (E) |
(Street)
| MUMBAI MAHARASHTRA |
K7 |
400063 |
|
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) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
11/21/2017
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
|
2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
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.
|
| Common Stock |
11/21/2017 |
|
P |
|
357,143 |
A |
$14
|
357,143 |
I |
By Sun Pharma (Netherlands) B.V.
|
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
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
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
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (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: 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 |
|
11/21/2017 |
|
C |
|
|
13,000,000 |
|
|
Common Stock |
1,810,536
|
$0.00
|
0 |
I |
By Sun Pharmaceutical Industries, Inc.
|
1. Name and Address of Reporting Person*
| SUN HOUSE, 201 B/1, WESTERN EXPRESS |
| HIGHWAY, GOREGAON (E) |
(Street)
| MUMBAI MAHARASHTRA |
K7 |
400063 |
|
1. Name and Address of Reporting Person*
| SUN HOUSE, 201 B/1, WESTERN EXPRESS |
| HIGHWAY, GOREGAON (E) |
(Street)
| MUMBAI MAHARASHTRA |
K7 |
400063 |
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
|
|
/s/ Dilip S. Shanghvi |
11/24/2017 |
|
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries Limited) |
11/24/2017 |
|
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharmaceutical Industries, Inc.) |
11/24/2017 |
|
/s/ Jeremy Barr, Attorney-in-Fact (on behalf of Sun Pharma (Netherlands) B.V.) |
11/24/2017 |
|
** Signature of Reporting Person |
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. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeremy Barr and Evgeniya Berezkina, and with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in connection with the
undersigned's beneficial ownership of, or participation in a group with respect
to, securities beneficially owned, directly or indirectly, of scPharmaceuticals
Inc., a Delaware corporation (the "Company"), forms and documents related
specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934
and the rules thereunder (the "Exchange Act"), and any joint filing agreement in
connection with the foregoing;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such forms and
documents related specifically to Section 13 and Section 16 of the Exchange Act,
complete and execute any amendment or amendments thereto, and timely file such
form and documents with the U.S. Securities and Exchange Commission (the "SEC")
and any stock exchange or similar authority; and
(3) take any other lawful action of any type whatsoever in connection
with the foregoing which, in the opinion of any such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by any such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in- fact may
approve in any such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact with full power
of substitution or revocation, hereby ratifying and confirming all that each
such attorney-in-fact, or each such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. All lawful acts done by the
attorney-in-fact in this regard shall be deemed to have been done by the
undersigned. The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and documents related
specifically to Section 13 and Section 16 of the Exchange Act with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, or for a period of one (1) year, unless earlier revoked by the
undersigned in a signed writing delivered to each of the foregoing attorneys-in-
fact, whichever is earlier.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of November, 2017.
Sun Pharmaceutical Industries Ltd.
By: /s/ Sailesh T. Desai
-----------------------------
Name: Sailesh T. Desai
Title: Director
Sun Pharmaceutical Industries, Inc.
By: /s/ Abhay Gandhi
-----------------------------
Name: Abhay Gandhi
Title: CEO - North America
Sun Pharma (Netherlands) B.V.
By: /s/ Prashant Salva
-----------------------------
Name: Prashant Salva
Title: Director
