Leonard D. Schaeffer - Oct 7, 2025 Form 4 Insider Report for scPharmaceuticals Inc. (SCPH)

Role
Director
Signature
/s/ John H. Tucker, attorney-in-fact
Stock symbol
SCPH
Transactions as of
Oct 7, 2025
Transactions value $
$0
Form type
4
Date filed
10/7/2025, 04:30 PM
Previous filing
Jun 5, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SCHAEFFER LEONARD D Director C/O SCPHARMACEUTICALS INC, 25 BURLINGTON MALL ROAD, SUITE 203, BURLINGTON /s/ John H. Tucker, attorney-in-fact 2025-10-07 0001016369

Transactions Table

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 -68.8K -100% 0 Oct 7, 2025 Direct F1, F2
transaction SCPH Common Stock Disposition pursuant to a tender of shares in a change of control transaction -43.1K -100% 0 Oct 7, 2025 Held by Schaeffer Holdings LLC F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 -30K -100% $0.00 0 Oct 7, 2025 Common Stock 30K $3.85 Direct F3
transaction SCPH Stock Option (Right to Buy) Disposed to Issuer $0 -19.8K -100% $0.00 0 Oct 7, 2025 Common Stock 19.8K $4.11 Direct F3
transaction SCPH Stock Option (Right to Buy) Disposed to Issuer $0 -16.3K -100% $0.00 0 Oct 7, 2025 Common Stock 16.3K $4.53 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Leonard D. Schaeffer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (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 ("Common Stock") on October 7, 2025. Tendering stockholders received per share consideration of $5.35 in cash, without interest, subject to any applicable withholding taxes, plus one non-tradable contingent value right ("CVR"), representing the right to receive certain contingent payments of up to an aggregate amount of $1.00 per CVR in cash,
F2 (Continued from footnote 1) without interest, subject to any applicable withholding taxes, upon the achievement of certain regulatory and net sales milestones on or prior to the applicable milestone outside dates. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger", and the effective time of the Merger, the "Effective Time"), with the Issuer continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
F3 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock (a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that had an exercise price per share that was 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.