Amended Statement of Beneficial Ownership (sc 13d/a)
June 03 2020 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)
SCPHARMACEUTICALS INC.
(Name
of Issuer)
Common Stock, $0.0001
par value
(Title
of Class of Securities)
810648 105
(CUSIP Number)
Mr. Sailesh
Desai
Sun House, 201-B/1,
Western Express Highway Goregaon (East), Mumbai – 400 063, India
With a copy to:
Michael Levitt, Esq.
Freshfields Bruckhaus
Deringer US LLP
601 Lexington Avenue
New York, NY 10022-4664
(212) 277-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 26, 2020
(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 of §§ 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 §240.13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s 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 (however, see the Notes).
SCHEDULE 13D
CUSIP No. 810648 105
|
|
Page 2 of 8
|
1
|
NAME OF REPORTING PERSON
Sun Pharmaceutical Industries Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
|
7
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
2,167,679
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
2,167,679
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,167,679
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
8.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC-CO
|
|
*
|
All calculations of percentage ownership in this Amendment No. 2 to Schedule 13D with respect to the Reporting Persons are
based upon a total of 26,762,227 shares of common stock, par value $0.0001 (the “Common Stock”, of scPharmaceuticals
Inc. (the “Issuer”), outstanding as of May 26, 2020, as disclosed in the Issuer’s final prospectus supplement
(the “Prospectus”) to the prospectus contained in its registration statement on Form S-3, filed with the U.S.
Securities and Exchange Commission (the “SEC”) on May 22, 2020.
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SCHEDULE 13D
CUSIP No. 810648 105
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|
Page 3 of 8
|
1
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NAME OF REPORTING PERSON
Dilip S. Shanghvi
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
India
|
NUMBER OF
|
7
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
2,167,679
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
2,167,679
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,167,679
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
8.1%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC-IN
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SCHEDULE 13D
CUSIP No. 810648 105
|
|
Page 4 of 8
|
1
|
NAME OF REPORTING PERSON
Sun Pharmaceutical Industries Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
7
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
1,810,536
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
1,810,536
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,810,536
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
SCHEDULE 13D
CUSIP No. 810648 105
|
|
Page 5 of 8
|
1
|
NAME OF REPORTING PERSON
Sun Pharma (Netherlands) B.V.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
|
NUMBER OF
|
7
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
357,143
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
0
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
357,143
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
357,143
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
Explanatory Note
This Amendment No.
2 (this “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on
November 21, 2017 (the “Original Statement”) on behalf of Sun Pharmaceutical Industries Limited, a company organized
under the laws of India (“Sun Pharma”), Sun Pharmaceutical Industries Inc., a company incorporated under the laws of
Delaware, which is directly and indirectly owned by Sun Pharma (“Sun Pharmaceutical Industries”), Sun Pharma (Netherlands)
B.V., a company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Sun Pharma (“Sun Pharma Netherlands”)
and Dilip S. Shanghvi, the controlling shareholder of Sun Pharma (together with Sun Pharma, Sun Pharmaceutical Industries and Sun
Pharma Netherlands, collectively, the “Reporting Persons”), as amended by amendment No. 1 to the Original Statement,
originally filed on March 31, 2020 (“Amendment No. 1”). The Original Statement, as amended by Amendment No. 1 and by
this Amendment (the “Statement”) relates to the shares of Common Stock of scPharmaceuticals Inc.
Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement,
as amended by Amendment No. 1, as specifically set forth herein. Except as set forth below, all previous Items in the Original
Statement, as amended by Amendment No. 1, remain unchanged.
This Amendment is
being filed solely to reflect a decrease in the percentage of the outstanding class represented by the shares of Common Stock
owned by the Reporting Persons, resulting from an increase in the number of shares of Common Stock outstanding as reported by
the Issuer in its filings with the SEC. There has been no change in the number of shares of Common Stock beneficially owned by
the Reporting Persons.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a) and (c) of Item 5 of the
Original Statement, as amended by Amendment No. 1, is hereby amended and restated as follows:
(a) As
of the date hereof, Sun Pharma and Mr. Shanghvi may each be deemed to beneficially own an aggregate of 2,167,679 shares of Common
Stock of the Issuer, representing approximately 8.1% of the outstanding shares of Common Stock.
As of the date hereof,
Sun Pharmaceutical Industries is the record owner of 1,810,536 shares of Common Stock of the Issuer and may be deemed to beneficially
own an aggregate of 1,810,536 shares of Common Stock of the Issuer, representing approximately 6.8% of the outstanding shares of
Common Stock.
As of the date hereof,
Sun Pharma Netherlands is the record owner of 357,143 shares of Common Stock of the Issuer and may be deemed to beneficially own
an aggregate of 357,143 shares of Common Stock of the Issuer, representing approximately 1.3% of the outstanding shares of Common
Stock.
The percentage of Common
Stock beneficially owned by the Reporting Persons is calculated based upon 26,762,227 outstanding shares of Common Stock, as disclosed
in the Prospectus, filed with the SEC on May 22, 2020.
None of the Reporting
Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I hereto may be deemed to beneficially
own any shares of Common Stock other than as set forth herein.
(c) There
have been no transactions in the shares of Common Stock of the Issuer effected during the past 60 days by any of the Reporting
Persons.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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None
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.
Date: June 3, 2020
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Sun Pharmaceutical Industries Limited
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By:
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/s/
Jeremy Barr
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Name:
Jeremy Barr
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Title: Attorney-in-fact
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Dilip S. Shanghvi
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By:
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/s/
Dilip S. Shanghvi
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Name: Dilip S. Shanghvi
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Sun Pharmaceutical Industries Inc.
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By:
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/s/
Jeremy Barr
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Name:
Jeremy Barr
|
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Title: Attorney-in-fact
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Sun Pharma (Netherlands) B.V.
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By:
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/s/
Jeremy Barr
|
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Name:
Jeremy Barr
|
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Title: Attorney-in-fact
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