Amended Statement of Beneficial Ownership (sc 13d/a)
February 15 2018 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Sucampo
Pharmaceuticals, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
864909106
(CUSIP Number)
David A. Rivard, Esquire
McGuireWoods LLP
800
East Canal Street
Richmond, VA 23219
(804) 775-1000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 29, 2018
(Date of event which requires filing of this statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §
240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g)
check the following box ☐.
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7
for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS.
Ryuji Ueno
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS.
RJ Fund, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
81-0728776
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Maryland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
Explanatory Note:
This Amendment No. 3 amends and supplements the Schedule 13D originally filed by
the undersigned with the Securities and Exchange Commission on December 29, 2016, as previously amended on September 28, 2017 and January 3, 2017 (
Amendment No.
2
). Capitalized terms used in this
Amendment No. 3 and not defined herein have the respective meanings assigned to such terms in the Schedule 13D, as amended.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated as follows:
|
(a)
|
The number and percentage of Shares beneficially owned by the Reporting Persons is provided in Items 11 and 13 of each of their respective Cover Pages and is incorporated herein by reference. The number of Shares
beneficially owned by the Listed Persons is set forth on Schedule A and is incorporated herein by reference.
|
|
(c)
|
On January 29, 2018, the LLC transferred 2,000,000 Shares to the Foundation in a bona fide gift transaction. On February 13, 2018, all 5,406,585 Shares held by the LLC and all 2,600,000 Shares held by the
Foundation, which Dr. Ueno disclaims beneficial ownership of, were accepted for payment by Sun Acquisition Co., a Delaware corporation (Purchaser), upon the expiration of the tender offer (the Tender Offer) conducted by
Purchaser pursuant to the terms of the Agreement and Plan of Merger, dated as of December 26, 2017, among the Issuer, Mallinckrodt plc, an Irish public limited company (Parent), and Purchaser, a wholly owned subsidiary of Parent,
whereby Purchaser offered to purchase each outstanding Share at a purchase price of $18.00 per share in cash, subject to any required withholding of taxes and without interest.
|
|
|
The Reporting Persons have otherwise engaged in no transactions since Amendment No. 2. Any transactions engaged in by the Listed Persons since Amendment No. 2 are described on Schedule A and incorporated
herein by reference.
|
|
(e)
|
The Reporting Persons ceased to be beneficial owners of more than five percent of the Shares as of February 13, 2018.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 15, 2018
|
/s/ Ryuji Ueno
|
Ryuji Ueno
|
|
|
|
RJ FUND, LLC
|
|
|
By:
|
|
/s/ Ryuji Ueno
|
Name:
|
|
Ryuji Ueno
|
Title:
|
|
Manager
|
Schedule A
|
|
|
|
|
Name
|
|
Position and Present Principal Occupation
|
|
Shares Beneficially
Owned
|
|
|
|
Kei Tolliver
|
|
Secretary and Treasurer, RJ Fund, LLC
Founder, Kei S. Tolliver Law, LLC
|
|
0
|
Ms. Tolliver is a citizen of Japan.
The principal business address for Ms. Tolliver is 2001 L Street, NW, Suite 750, Washington, DC 20036.
On February 13, 2018, Purchaser accepted for payment all 1,800 Shares held by Ms. Tolliver pursuant to the terms of the Tender Offer.
Sucampo Pharmaceuticals, Inc. (delisted) (NASDAQ:SCMP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Sucampo Pharmaceuticals, Inc. (delisted) (NASDAQ:SCMP)
Historical Stock Chart
From Sep 2023 to Sep 2024