5AM Co-Investors IV Form 4 scPharmaceuticals / JOHN D DIEKMAN 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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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^*

5AM Partners IV, LLC

(Last) (First) (Middle)

C/O SCPHARMACEUTICALS INC

2400 DISTRICT AVENUE SUITE 310

(Street)

BURLINGTON MA 01830

(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)

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		1,483,107	A	(1)	1,483,107	I	by 5AM Ventures IV, L.P.(2)
Common Stock	11/21/2017		C		1,011,623	A	(3)	2,494,730	I	by 5AM Ventures IV, L.P.(2)
Common Stock	11/21/2017		P		628,572	A	$14	3,123,302	I	by 5AM Ventures IV, L.P.(2)
Common Stock	11/21/2017		C		61,795	A	(4)	61,795	I	by 5AM Co-Investors IV, L.P.(2)
Common Stock	11/21/2017		C		42,150	A	(5)	103,945	I	by 5AM Co-Investors IV, L.P.(2)
Common Stock	11/21/2017		P		26,190	A	$14	130,135	I	by 5AM Co-Investors IV, L.P.(2)

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 A Preferred Stock	(6)	11/21/2017		C			10,649,003	(6)	(6)	Common Stock	1,483,107(6)	$0.00	0	I	by 5AM Ventures IV, L.P.(2)
Series B Preferred Stock	(6)	11/21/2017		C			7,263,649	(6)	(6)	Common Stock	1,011,623(6)	$0.00	0	I	by 5AM Ventures IV, L.P.(2)
Series A Preferred Stock	(6)	11/21/2017		C			443,708	(6)	(6)	Common Stock	61,795(6)	$0.00	0	I	by 5AM Co-Investors IV, L.P.(2)
Series B Preferred Stock	(6)	11/21/2017		C			302,652	(6)	(6)	Common Stock	42,150(6)	$0.00	0	I	by 5AM Co-Investors IV, L.P.(2)

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last) (First) (Middle)

C/O SCPHARMACEUTICALS INC

2400 DISTRICT AVENUE SUITE 310

(Street)

BURLINGTON MA 01830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Ventures IV, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors IV, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.

2. 5AM Partners IV, LLC is the general partner of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (the "5AM Funds"). Dr. John D. Diekman, Andrew J. Schwab, and Dr. Scott M. Rocklage are managing members of 5AM Partners IV, LLC. 5AM Partners IV, LLC may be deemed to have sole voting and investment power over the shares beneficially owned by the 5AM Funds. Dr. Diekman, Mr. Schwab, and Dr. Rocklage may be deemed to have shared voting and investment power over the shares beneficially by the 5AM Funds. Each of 5AM Partners IV, LLC, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their pecuniary interest therein.

3. Represents the total number of shares of Common Stock received by 5AM Ventures IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.

4. Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.

5. Represents the total number of shares of Common Stock received by 5AM Co-Investors IV, L.P., upon conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.

6. All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 7.180193-for-1 basis on November 21, 2017 and had no expiration date.

Remarks:

	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Partners IV, LLC	11/21/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Ventures IV, L.P.	11/21/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Co-Investors IV, L.P.	11/21/2017
	/s/ Andrew J. Schwab	11/21/2017
	/s/ John D. Diekman	11/21/2017
	/s/ Scott M. Rocklage	11/21/2017
	** Signature of Reporting Person	Date
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