Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Sucampo Pharmaceuticals, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

864909106

(CUSIP Number)

David N. Oakey, Esquire

McGuireWoods LLP

800 East Canal Street

Richmond, VA 23219

(804) 775-1022

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2016

(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.

 

 

 

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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   10,537,628(1)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   10,537,628(1)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,537,628(1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   23.0%
14		TYPE OF REPORTING PERSON   IN

 

(1)	Includes 1,531,043 shares held by Ryuji Ueno Foundation, Inc., a nonstock corporation for which the reporting person currently serves as the sole director (the Foundation). The reporting person disclaims beneficial ownership of the shares held by the Foundation.

 

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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   9,006,585
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   9,006,585
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,006,585
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.6%
14		TYPE OF REPORTING PERSON   OO

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Explanatory Note: This Schedule 13D relates to Shares (as defined below) previously reported as being beneficially owned by Ryuji Ueno on a Schedule 13G originally filed with the Securities and Exchange Commission by Ryuji Ueno, together with Sachiko Kuno, on February 14, 2008 and most recently amended on February 16, 2016.

 

Item 1.

Security and Issuer.

This Schedule 13D relates to the Class A common stock, par value $0.01 (the Shares), of Sucampo Pharmaceuticals, Inc. (the Issuer). The address of the Issuers principal executive offices is 850 King Farm Boulevard, Suite 550, Rockville, Maryland 20850.

 

Item 2.

Identity and Background.

This Schedule 13D is being filed by Ryuji Ueno, a citizen of Japan (Dr. Ueno), and RJ Fund, LLC, a limited liability company organized under the laws of the State of Maryland (the LLC and, together with Dr. Ueno, the Reporting Persons). The principal office address for the LLC and the business address for Dr. Ueno is 28307 Mallard Drive, Easton, Maryland 21601. Dr. Ueno serves as the manager and President of the LLC and also serves as the sole director and President of Ryuji Ueno Foundation, Inc. (the Foundation), which maintains its principal office at 4521 Wetherill Drive, Bethesda, Maryland 20814. Dr. Ueno also serves as trustee of the Ryuji Ueno 2002 Revocable Trust (the Trust), which is the sole member of the LLC. The LLC serves as an investment vehicle for Dr. Ueno.

During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Certain information concerning the officers (other than Dr. Ueno) of the LLC (the Listed Persons) required by this item is provided on Schedule A attached hereto and is incorporated herein by reference. To the LLCs knowledge, during the last five years, none of the Listed Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

As described in greater detail in Item 5(c) below, the Shares held by the LLC were contributed to it by the Trust. The Shares held by the Foundation were received from S&R Foundation and the Trust in a series of gift transactions.

 

Item 4.

Purpose of Transaction.

On January 16, 2015, the Issuer filed a Registration Statement on Form S-3 (the Registration Statement) relating to the resale of the Shares currently held by the LLC. The Registration Statement provides for selling stockholders to, through a variety of methods, sell, transfer or otherwise dispose of any or all of the Shares registered thereunder from time to time, on any stock exchange, market or trading facility on which the Shares are traded or in private transactions.

The Registration Statement was filed pursuant to the terms of a registration rights agreement entered into by the Issuer, Dr. Ueno and the other selling stockholders party thereto on January 15, 2015. Under the terms of the registration rights agreement, the Issuer must use commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the earliest of (i) the date on which all of the Shares covered by the Registration

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Statement have been disposed of, (ii) January 27, 2017 (or an earlier date depending on the Issuers ability to use and maintain the effectiveness of a Form S-3 registration statement), or (iii) the date on which the Shares may be sold without restriction under Rule 144. The Issuer may, however, suspend the use of the prospectus included in the Registration Statement for up to 90 days in certain circumstances. In addition, the Issuer may, in certain circumstances, require any selling stockholders to refrain from selling or distributing any Shares under the Registration Statement or otherwise for a period of up to 180 days.

The Reporting Persons have no present plans or proposals which relate to, or would result in, any one or more of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, but do reserve the right to, from time to time, (i) acquire additional Shares or (ii) dispose of Shares through the use of the Registration Statement or otherwise.

Given its status as a significant shareholder, representatives of the LLC may, from time to time, engage in discussions with the Issuer regarding the Issuers corporate strategy and general business activities.

 

Item 5.

Interest in Securities of the Issuer.

 

(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 beneficial ownership percentage reflected on each Cover Page is based on the total number of Shares reported as outstanding in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 9, 2016. The number and percentage of Shares beneficially owned by the Listed Persons is set forth on Schedule A and is incorporated herein by reference.

Dr. Ueno is the indirect beneficial owner of the 9,006,585 Shares held by the LLC. Dr. Ueno may also be deemed to be the indirect beneficial owner of the 1,531,043 Shares held by the Foundation. Dr. Ueno, however, disclaims beneficial ownership of the Shares held by the Foundation.

 

(b)

The nature of the Reporting Persons voting and dispositive power with regard to the Shares described in Item 5(a) above is reflected in Items 7 through 10 of each of their respective Cover Pages, which information is incorporated herein by reference. The nature of the Listed Persons beneficial ownership of Shares is set forth on Schedule A and is incorporated herein by reference.

 

(c)

On December 19, 2016, S&R Technology Holdings, LLC, which Dr. Ueno serves on the Board of Managers of, distributed on a pro rata basis all 18,274,689 Shares that it held to its members, which include the Trust. Also on December 19, 2016, the Trust, which received 9,137,345 Shares in the distribution, contributed 9,006,585 Shares to the LLC and gifted 130,760 Shares to the Foundation. Any transactions engaged in by the Listed Persons during the past 60 days are described on Schedule A and incorporated herein by reference.

 

(d)	Not applicable.

 

(e)	Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The first two paragraphs of Item 4 above are incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit 1.1		-		Joint Filing Agreement dated as of December 28, 2016, by and between RJ Fund, LLC and Ryuji Ueno.
Exhibit 1.2		-		Registration Rights Agreement, dated as of January 15, 2015, by and among the Issuer and the Selling Stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Issuers Registration Statement on Form S-3 filed January 16, 2015).

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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: December 28, 2016

 

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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		1,8001

Ms. Tolliver is a citizen of Japan.

The principal business address for Ms. Tolliver is 2001 L Street, NW, Suite 750, Washington, DC 20036.

 

1.

Represents less than 1% of the outstanding Shares. All 1,800 Shares are held directly by Ms. Tolliver.

Ms. Tolliver did not engage in any transactions in Shares during the past 60 days.