Scpharmaceuticals Inc (NASDAQ:SCPH): Peter Kolchinsky’s RA Capital Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| RA Capital Management | 0 | 2,857,143 | 0 | 2,857,143 | 2,857,143 | 16.2% |
| Peter Kolchinsky | 0 | 2,857,143 | 0 | 2,857,143 | 2,857,143 | 16.2% |
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Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ___)*
SCPHARMACEUTICALS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
810648105
(CUSIP Number)
November 17, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| x | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| ¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
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Page 2 of 7 – SEC Filing
| CUSIP No. 810648105 | 13G |
| | ||||
| 1. | Names of Reporting Persons. RA Capital Management, LLC | |||
| | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
| (b) | ¨ | |||
| | ||||
| 3. | SEC Use Only | |||
| | ||||
| 4. | Citizenship or Place of Organization Massachusetts | |||
| | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares | ||
| | ||||
| 6. | Shared Voting Power 2,857,143 shares | |||
| | ||||
| 7. | Sole Dispositive Power 0 shares | |||
| | ||||
| 8. | Shared Dispositive Power 2,857,143 shares | |||
| | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,857,143 shares | |||
| | ||||
| 10. | Check if the Aggregate Certain Shares (See Instructions) | |||
| | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 16.2%1 | |||
| | ||||
| 12. | Type of Reporting Person (See Instructions) IA | |||
1
The percentage calculation assumes that there are currently 17,610,151 outstanding shares of Common Stock of the
Issuer, based on the Issuer’s Form S-1/A as filed with the Securities and Exchange Commission (“SEC”) on November
7, 2017.
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Page 3 of 7 – SEC Filing
| CUSIP No. 810648105 | 13G |
| 1. | Names of Reporting Persons. Peter Kolchinsky | ||||
| | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| | |||||
| 3. | SEC Use Only | ||||
| | |||||
| 4. | Citizenship or Place of Organization United States | ||||
| | |||||
| 5. | Sole Voting Power 0 shares | ||||
| Number of | | ||||
| Shares Beneficially Owned by Each Reporting Person With | 6. | Shared Voting Power 2,857,143 shares | |||
| | |||||
| 7. | Sole Dispositive Power 0 shares | ||||
| | |||||
| 8. | Shared Dispositive Power 2,857,143 shares | ||||
| | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,857,143 shares | ||||
| | |||||
| 10. | Check if the Aggregate Certain Shares (See Instructions) | ||||
| | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 16.2%1 | ||||
| | |||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| | |||||
1
The percentage calculation assumes that there are currently 17,610,151 outstanding shares of Common Stock of the
Issuer, based on the Issuer’s Form S-1/A as filed with the Securities and Exchange Commission (“SEC”) on November
7, 2017.
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Page 4 of 7 – SEC Filing
| CUSIP No. 810648105 | 13G |
Item 1.
(a) Name
of Issuer: scPharmaceuticals Inc. (the “Issuer”).
(b) Address
of the Issuer’s Principal Executive Offices: 2400 District Avenue, Suite 310, Burlington, Massachusetts 01830.
Item
2.
(a) Name
of Person Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Mr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”), which owns 2,313,254 shares of the Issuer’s
Common Stock, and serves as investment adviser for a separately managed account (the “Account”), which owns 543,889
shares of the Issuer’s Common Stock. Mr. Kolchinsky is the manager of Capital. As the investment adviser to the Fund and
the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Mr. Kolchinsky
may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned
by Capital. Capital and Mr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement
(the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the
filing of the Statement shall not be deemed an admission that either Capital or Mr. Kolchinsky is or was the beneficial owner of
such securities for any other purpose.
(b) Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c) Citizenship:
Capital is a Massachusetts limited liability company. Mr. Kolchinsky is a United States citizen.
(d) Title
and Class of Securities: Common stock (“Common Stock”)
(e) CUSIP
Number: 810648105
Item 3. If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(e) RA Capital Management LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
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Page 5 of 7 – SEC Filing
| CUSIP No. 810648105 | 13G |
| Item 4. | Ownership: |
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: See the response(s) to Item 9 on the attached cover | |
| (b) | Percent of Class: See the response(s) to Item 11 on the attached cover page(s). | |
| (c) | Number of shares as to which such person has: | |
| (i) | sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). | |
| (ii) | shared power to vote or to direct the vote See the response(s) to Item 6 on the attached cover page(s). | |
| (iii) | sole power to dispose or to direct the disposition of See the response(s) to Item 7 on the attached cover page(s). | |
| (iv) | shared power to dispose or to direct the disposition of See the response(s) to Item 8 on the attached cover page(s). | |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable.
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Page 6 of 7 – SEC Filing
| CUSIP No. 810648105 | 13G |
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
By signing below I hereby certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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Page 7 of 7 – SEC Filing
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: December
11, 2017
RA CAPITAL MANAGEMENT, LLC
By: /s/ Rajeev Shah
————————————————-
Rajeev Shah
Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
————————————————-
