UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
| SUCAMPO PHARMACEUTICALS, INC. |
(Name of Issuer)
| CLASS A COMMON STOCK |
(Title of Class of Securities)
| 864909106 |
(CUSIP Number)
| DECEMBER 31, 2010 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
Check the following box if a fee is being paid with this statement. ¨
| CUSIP No.: 864909106 |
| (1) |
Name of Reporting Person I.R.S. Identification No. of Above Person
S&R TECHNOLOGY HOLDINGS, LLC 52-2242847 | |||||
| (2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship
DELAWARE | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power
29,585,952(1) | ||||
| (6) | Shared Voting Power
0 | |||||
| (7) | Sole Dispositive Power
29,585,952(1) | |||||
| (8) | Shared Dispositive Power
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,585,952(1) | |||||
| (10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| (11) |
Percent of Class Represented by Amount in Row (9)
70.7% | |||||
| (12) |
Type of Reporting Person
OO | |||||
| 1 | Includes 26,191,050 shares of Class B Common Stock of the issuer. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock without further consideration. Also includes 2,485,150 shares of Class A Common Stock owned by R-Tech Ueno, Ltd. (“R-Tech”). S&R Technology Holdings, LLC is R-Tech’s largest shareholder, owning 16,370 shares, or 33.26%, of R-Tech’s capital stock as of the date of this filing. R-Tech acquired these shares before the initial public offering of Sucampo Pharmaceuticals, Inc. Voting and dispositive power with respect to the shares owned by R-Tech is held by its board of directors. S&R disclaims beneficial ownership of these shares. |
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| Item 1 | (a). |
Name of Issuer | ||||||||||
| SUCAMPO PHARMACEUTICALS, INC.(2) | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices | ||||||||||
| 4520 EAST-WEST HIGHWAY SUITE 300 BETHESDA, MD 20814 |
||||||||||||
| Item 2 | (a). |
Name of Person Filing | ||||||||||
| S&R TECHNOLOGY HOLDINGS, LLC | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| 7501 WISCONSIN AVENUE SUITE 600 BETHESDA, MD 20814-6519 |
||||||||||||
| Item 2 | (c). |
Citizenship | ||||||||||
| DELAWARE | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities | ||||||||||
| CLASS A COMMON STOCK | ||||||||||||
| Item 2 | (e). |
CUSIP No. | ||||||||||
| 864909106 | ||||||||||||
| 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: | |||||||||||
| NOT APPLICABLE | ||||||||||||
| 2 | Sucampo Pharmaceuticals, Inc. (the “Issuer”) is the successor to Sucampo Pharma Americas, Inc., a Delaware corporation formerly named Sucampo Pharmaceuticals, Inc., for purposes of filings under Section 13(d) of the Securities Exchange Act of 1934, as amended, as a result of a reorganization into a holding company structure. In the reorganization the Issuer became the new parent holding company of Sucampo Pharma Americas, Inc. |
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| Item 4. | Ownership | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| 29,585,952(3) | ||||||||||
| (b) | Percent of class: | |||||||||
| 70.7% | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| 29,585,952(3) | ||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| 0 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| 29,585,952(3) | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| 0 | ||||||||||
| 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 | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| NOT APPLICABLE | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| NOT APPLICABLE | ||||||||||
| Item 10. | Certifications | |||||||||
| NOT APPLICABLE | ||||||||||
| 3 | See footnote 1 on the cover page to this schedule. |
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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: May 13, 2011 | S&R TECHNOLOGY HOLDINGS, LLC | |||
| By: | /s/ Sachiko Kuno | |||
| Name: | Sachiko Kuno | |||
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