UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

SUCAMPO PHARMACEUTICALS, INC.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

864909106

(CUSIP Number)

 

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

 

Check the following box if a fee is being paid with this statment.  o

 

 

 

 



 

 

CUSIP No. 864909106

 

 

1.

Names of Reporting Persons

I.R.S. Identification No. of Above Person
R-TECH UENO, LTD. 
98-0394288

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
JAPAN

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,485,150

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,485,150

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,485,150

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

 

 

 

 

 

 

 

 

 

2



 

 

Item 1.

 

(a)

Name of Issuer
SUCAMPO PHARMACEUTICALS, INC.

 

(b)

Address of Issuer’s Principal Executive Offices
4520 EAST-WEST HIGHWAY

SUITE 300

BETHESDA, MD 20814

 

Item 2.

 

(a)

Name of Person Filing
R-TECH UENO, LTD.

 

(b)

Address of Principal Business Office or, if none, Residence
10F, YAMATO LIFE INSURANCE BLDG. 
1-1-7 UCHISAIWAICHO, CHIYODA-KU

TOKYO 100-0011, JAPAN

 

(c)

Citizenship
JAPAN

 

(d)

Title of Class of Securities
CLASS A COMMON STOCK

 

(e)

CUSIP Number
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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3



 

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable.

 

 

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:

2,485,150

 

(b)

Percent of class:   

16.0%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

2,485,150

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

2,485,150

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

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

 

 

 

4



 

 

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

 

 

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:  February 14, 2008

 

R-TECH UENO, LTD.

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Douglas W. Charnas

 

 

 

 

Name:

Douglas W. Charnas

 

 

 

 

Its:

Attorney In Fact

 

 

 

 

5


Exhibit 99.1

 

POWER OF ATTORNEY

 

 

KNOW ALL MEN BY THIS PRESENT that the undersigned officer or director of R-TECH UENO, Ltd., a Japanese corporation (the “Company”), hereby constitutes and appoints Douglas W. Charnas her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign and file a statement on Schedule 13G with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, reporting ownership by the Company of securities issued by Sucampo Pharmaceuticals, Inc., with power to sign and file any amendment or amendments, including post-effective amendments thereto, with all exhibits thereto and any and all other documents in connection therewith, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 14th day of February, 2008.

 

 

 

 

/s/ Yukiko Hashitera

 

Yukiko Hashitera

 

Representative Director