Samuel D Isaly Form 3 scPharmaceuticals / SAMUEL D ISALY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE (AT 53RD STREET)

54TH FLOOR

(Street)

NEW YORK NY 10022-4629

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

3. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	18,500,000	(1)	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE (AT 53RD STREET)

54TH FLOOR

(Street)

NEW YORK NY 10022-4629

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VI LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE (AT 53RD STREET)

54TH FLOOR

(Street)

NEW YORK NY 10022-4629

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ISALY SAMUEL D

(Last) (First) (Middle)

601 LEXINGTON AVENUE (AT 53RD STREET)

54TH FLOOR

(Street)

NEW YORK NY 10022-4629

(City) (State) (Zip)

Explanation of Responses:

1. All series of Convertible Preferred Stock will automatically convert into scPharmaceuticals Inc. common stock on a 7.180193-for-1 basis immediately prior to the closing of the initial public offering and have no expiration date.

2. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. Samuel D. Isaly, a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP IV, Advisors and Mr. Isaly may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities.

3. This report on Form 3 is jointly filed by GP VI, Advisors and Isaly. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Courtney Gaughan, Attorney-in-Fact	11/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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