| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Tucker John H | President and CEO, Director | C/O SCPHARMACEUTICALS INC, 25 BURLINGTON MALL ROAD, SUITE 203, BURLINGTON | /s/ Rachael Nokes, Attorney-in-fact for John H. Tucker | 2025-10-07 | 0001303480 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCPH | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -122K | -27.75% | 319K | Oct 7, 2025 | Direct | F1, F2 | ||
| transaction | SCPH | Common Stock | Disposed to Issuer | -319K | -100% | 0 | Oct 7, 2025 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCPH | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -300K | -100% | $0.00 | 0 | Oct 7, 2025 | Common Stock | 300K | $3.34 | Direct | F4 |
| transaction | SCPH | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -84.5K | -100% | $0.00 | 0 | Oct 7, 2025 | Common Stock | 84.5K | $3.25 | Direct | F4 |
| transaction | SCPH | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -249K | -100% | $0.00 | 0 | Oct 7, 2025 | Common Stock | 249K | $4.31 | Direct | F4 |
| transaction | SCPH | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -497K | -100% | $0.00 | 0 | Oct 7, 2025 | Common Stock | 497K | $3.81 | Direct | F4 |
John H. Tucker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. Tendering stockholders received per share consideration of $5.35 in cash per share, subject to any applicable withholding taxes and without interest thereon, plus one non-tradable contingent value right ("CVR") per share, representing the right to receive one contingent payment of $1.00, in cash, |
| F2 | (Continued from footnote 1) subject to any applicable withholding taxes and without interest thereon, upon achievement of the specified milestone. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of October 7, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. |
| F3 | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each time-based restricted stock unit award with respect to shares that is, at the time of determination, subject to vesting or forfeiture conditions ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive (i) an amount in cash equal to the product of the number of shares underlying such RSU Award immediately prior to the Effective Time multiplied by $5.35, subject to any applicable withholding taxes and without interest thereon plus (ii) one CVR with respect to each share subject to such RSU Award immediately prior to the Effective Time. |
| F4 | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares (a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time and that that has an exercise price per share that is less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each Share subject to such Company Option. |