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Lundbeckfond Invest A/S

Filed: 20 Nov 17, 7:00pm
SEC Form 4
FORM 4UNITED 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
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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*
Lundbeckfond Invest A/S

(Last)(First)(Middle)
C/O SCPHARMACEUTICALS INC
2400 DISTRICT AVENUE, SUITE 310

(Street)
BURLINGTONMA01830

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% 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)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock11/21/2017C1,544,858A(1)1,544,858D
Common Stock11/21/2017C984,366A(2)2,529,224D
Common Stock11/21/2017P654,762A$143,183,986D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock(3)11/21/2017C11,092,383(3)(3)Common Stock1,544,858(3)$0.000D
Series B Preferred Stock(3)11/21/2017C7,067,945(3)(3)Common Stock984,366(3)$0.000D
Explanation of Responses:
1. Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
2. Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
3. All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis upon on November 21, 2017 and had no expiration date.
Remarks:
/s/ Courtney Gaughan, Attorney-in-Fact11/21/2017
** Signature of Reporting PersonDate
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.
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