SEC Filing | scPharmaceuticals, Inc.

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SEC FORM 3 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^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,649,003	⁽¹⁾	I	by 5AM Ventures IV, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,263,649	⁽¹⁾	I	by 5AM Ventures IV, LP⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	443,708	⁽¹⁾	I	by 5AM Co-Investors IV, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	302,652	⁽¹⁾	I	by 5AM Co-Investors IV, LP⁽²⁾

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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

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

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

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

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

94107

(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. 5AM Partners IV, LLC is the general partner of 5AM Ventures IV, LP and 5AM Co-Investors IV, LP. (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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Partners IV, LLC	11/16/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Ventures IV, LLC	11/16/2017
	/s/ Courtney Gaughan, Attorney-in-Fact for 5AM Co-Investors IV, LLC	11/16/2017
	/s/ Andrew J. Schwab	11/16/2017
	/s/ John D. Diekman	11/16/2017
	/s/ Scott M. Rocklage	11/16/2017
	** 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.
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                               Power of Attorney

    Know all by these presents that each of the undersigned hereby constitutes
and appoints each of John H. Tucker, Troy Ignelzi, Arthur McGivern and Courtney
Gaughan, and with full power of substitution, as the undersigned's true and
lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 in
        accordance with Section 16(a) of the Securities Exchange Act of 1934, as
        amended, and the rules thereunder;

        (2) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

        (3) take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grant to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is scPharmaceuticals Inc., a Delaware corporation (the "Company"), assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned are no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of this 16th day of November, 2017.


5AM VENTURES IV, L.P.

By: 5AM Partners IV, LLC,
    its General Partner

    By: /s/ Scott Rocklage
        --------------------------------
        Scott M. Rocklage
        Managing Member

5AM CO-VENTURES IV, L.P.

By: 5AM Partners IV, LLC,
    its General Partner

        /s/ Scott Rocklage
    By: --------------------------------
        Scott M. Rocklage
        Managing Member

5AM PARTNERS IV, LLC

    By: /s/ Scott Rocklage
        ------------------------------------
        Scott M. Rocklage
        Managing Member