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*
Nokes Rachael

(Last) (First) (Middle)
C/O SCPHARMACEUTICALS INC.
2400 DISTRICT AVENUE, SUITE 310`

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2019
3. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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 13,850(1) D
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
Stock Option (Right to Buy) (2) 09/17/2024 Common Stock 10,455 1.66 D
Stock Option (Right to Buy) (3) 03/13/2025 Common Stock 10,455 8.12 D
Stock Option (Right to Buy) (4) 04/17/2027 Common Stock 6,426 3.81 D
Stock Option (Right to Buy) (5) 01/17/2028 Common Stock 17,000 12.23 D
Stock Option (Right to Buy) (6) 07/17/2028 Common Stock 13,850 4.88 D
Explanation of Responses:
1. Consists of a restricted stock unit award made pursuant to the scPharmaceuticals Inc. 2017 Stock Option and Incentive Plan. The restricted stock units vest in equal annual installments over a two-year period beginning on February 25, 2019. Vested shares will be delivered to the reporting person as soon as practicable following each vesting date, but in no event later than two and one-half months after the end of the year in which such vesting date occurs.
2. This option is fully vested.
3. 25% of these shares vested on March 13, 2016 then in 36 equal monthly installments thereafter.
4. 25% of these shares vested on April 17, 2018 then in 36 equal monthly installments thereafter.
5. 25% of these shares vested on January 17, 2019 then in 36 equal monthly installments thereafter.
6. 25% of these shares shall vest on July 17, 2019 then in 36 equal monthly installments thereafter.
Remarks:
SVP, Finance; Principal Accounting Officer Exhibit 24 - Power of Attorney
/s/ John Tucker, Attorney-in-Fact 03/06/2019
** 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.
                               Power of Attorney

      Know all by these presents that the undersigned hereby constitutes and
appoints each of John H. Tucker, Arthur McGivern and Courtney Hetrick, 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, in the undersigned's
          capacity as an officer of scPharmaceuticals Inc., a Delaware
          corporation (the "Company"), 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 grants 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 acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is 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 is 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 has caused this Power of Attorney to
be executed as of this 28th day of February, 2019.

/s/ Rachael Nokes
-----------------

Name: Rachael Nokes