Greenleaf Peter Form 4 Sucampo Pharmaceuticals / Peter Greenleaf ownership change

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

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X

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^*

Greenleaf Peter

(Last) (First) (Middle)

805 KING FARM BLVD, SUITE 550

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sucampo Pharmaceuticals, Inc. [ SCMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Class A	02/13/2018		D		129,729(1)	D	$18	0	D

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
Stock Option (right to buy)	$8.49	02/13/2018		D			600,000	(2)	03/03/2024	Common Stock	600,000	$9.51	0	D
Stock Option (right to buy)	$5.9	02/13/2018		D			200,000	(2)	07/31/2024	Common Stock	200,000	$12.1	0	D
Stock Option (right to buy)	$14.82	02/13/2018		D			210,000	(2)	03/04/2025	Common Stock	210,000	$3.18	0	D
Stock Option (right to buy)	$13.8	02/13/2018		D			420,000	(2)	03/02/2026	Common Stock	420,000	$4.2	0	D
Stock Option (right to buy)	$11.85	02/13/2018		D			237,000	(2)	03/02/2027	Common Stock	237,000	$6.15	0	D

Explanation of Responses:

1. This common stock was purchased for $18.00 per share share in cash, subject to any required withholding of taxes and without interest, upon the effective time of the merger of Sun Acquisition Co.with and into Sucampo Pharmaceuticals, Inc. pursuant to that certain Agreement and Plan of Merger by and among Mallinckrodt plc, Sun Acquisition Co. and Sucampo Pharmaceuticals, Inc. dated December 23, 2017 (the "Merger Agreement"). The common stock consisted of both common stock and restricted stock units that were accelerated as a result of the Merger Agreement.

2. This option was cancelled and converted into the right to receive in cash the amount per share by which $18.00 exceeds the exercise price of the option, subject to any applicable tax witholdings (such amount, the "Option Spread"), upon the effective time of the merger of Sun Acquisition Co.with and into Sucampo Pharmaceuticals, Inc. pursuant to the Merger Agreement. The Option Spread for the unvested portion of the option, if any, will be paid in accordance with the schedule described in the Merger Agreement.

	/s/ Peter Greenleaf	02/13/2018
	** Signature of Reporting Person	Date
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