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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
5AM Opportunities I (GP), LLC

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2020
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
Officer (give title below) X Other (specify below)
See Remarks
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)
Common Stock 578,034 I By 5AM Opportunities I, L.P.(1)
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
1. Name and Address of Reporting Person*
5AM Opportunities I (GP), LLC

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Opportunities I, L.P.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
Explanation of Responses:
1. Shares are held directly by 5AM Opportunities I, L.P. ("5AM Opportunities"). 5AM Opportunities I (GP), LLC ("5AM Opportunities GP") is the sole general partner of 5AM Opportunities. 5AM Opportunities GP may be deemed to have voting and investment power over the shares beneficially owned by 5AM Opportunities. 5AM Opportunities GP disclaims beneficial ownership of the shares of Common Stock held directly by 5AM Opportunities, except to the extent of its pecuniary interest therein.
Remarks:
5AM Ventures IV, L.P., 5AM Co-Investors IV, L.P. (collectively, the "5AM IV Funds") and 5AM Opportunities are under common control, and by virtue of this relationship, the reporting persons may potentially be considered to be members of a "group" that beneficially owns greater than 10% of the outstanding common stock of the Issuer. However, the reporting persons expressly disclaim status as a "group" with the 5AM IV Funds for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"). This report shall not be deemed to be an admission that any reporting person (a) is the beneficial owner of any securities held by the 5AM IV Funds for purposes of Section 16, or otherwise or (b) is required to file reports under Section 16.
/s/ Andrew J. Schwab, Managing Member of 5AM Opportunities I (GP), LLC 05/28/2020
/s/ Andrew J. Schwab, Managing Member of 5AM Opportunities I (GP), LLC, the General Partner of 5AM Opportunities I, L.P. 05/28/2020
** 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.