Robert J Gibson Form 3 Scopus BioPharma / Robert J Gibson 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Gibson Robert J

(Last) (First) (Middle)

C/O SCOPUS BIOPHARMA INC.

420 LEXINGTON AVENUE, SUITE 300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2020

3. Issuer Name and Ticker or Trading Symbol
Scopus BioPharma Inc. [ SCPS ]

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

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

5. 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 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)
Common Stock, par value $0.001	2,000(1)	D
Common Stock, par value $0.001	210,052(2)	I	Dayber Snow LLC
Common Stock, par value $0.001	200,000(3)	I	HCFP/Capital Partners 18B-1 LLC

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
W Warrant(4)	10/01/2021	09/30/2026	B Unit	6,668(5)	4	I	Dayber Snow LLC
W Warrant(4)	10/01/2021	09/30/2026	B Unit	769,500(5)	4	I	HCFP/Capital Partners 18B-2 LLC

Explanation of Responses:

1. Includes an aggregate of 2,000 shares held by Mr. Gibson's minor children.

2. Includes shares held by Dayber Snow LLC, of which Mr. Gibson is a member and co-manager. Accordingly, he is deemed to have shared voting and dispositive power over the shares held by this entity.

3. Does not have voting or dispositive power over the shares held by this entity. Mr. Gibson disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.

4. Each W Warrant is exercisable for one B Unit. Starting on April 1, 2022, each B Unit can be separated into one share of common stock and one Z Warrant. Each Z warrant is exercisable for one share of common stock with an exercise price of $5.00 per share. The Z Warrant will become exercisable on July 1, 2022 and will expire on June 30, 2027.

5. Includes securities held by Dayber Snow LLC, of which Mr. Gibson is a member and co-manager, and HCFP/Capital Partners 18B-2 LLC, over which securities Mr. Gibson does not have voting or dispositive power. Accordingly, he is deemed to have shared voting and dispositive power and no voting and dispositive power over the securities held by Dayber Snow LLC and HCFP/Capital Partners 18B-2 LLC, respectively. Mr. Gibson disclaims beneficial ownership of securities held by these entities, except to the extent of his proportionate pecuniary interest therein.

	/s/ Robert J. Gibson	12/15/2020
	** 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 5 (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.