Kapoor John N Form 4 Insys Therapeutics / JOHN N KAPOOR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHN N KAPOOR TRUST DATED SEPTEMBER 20 1989

(Last) (First) (Middle)

C/O INSYS THERAPEUTICS, INC.

444 SOUTH ELLIS STREET

(Street)

CHANDLER AZ 85224

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Insys Therapeutics, Inc. [ INSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/11/2015		P		9,100	A	$25.46(1)	42,358,710(2)	I	By Trust(3)
Common Stock	11/11/2015		P		900	A	$26.15(4)	42,359,610	I	By Trust(3)
Common Stock								31,982(5)	D
Common Stock								56,288(6)	I	By Partnership(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

JOHN N KAPOOR TRUST DATED SEPTEMBER 20 1989

(Last) (First) (Middle)

C/O INSYS THERAPEUTICS, INC.

444 SOUTH ELLIS STREET

(Street)

CHANDLER AZ 85224

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAPOOR JOHN N

(Last) (First) (Middle)

444 SOUTH ELLIS STREET

(Street)

CHANDLER AZ 85224

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.14 to $26.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

2. On June 5, 2015, the Issuer effected a 2-for-1 forward stock split pursuant to a stock dividend, resulting in the reporting person's ownership of 21,174,805 additional shares.

3. By The John N. Kapoor Trust dated September 20, 1989.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $26.15 to $26.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

5. On June 5, 2015, the Issuer effected a 2-for-1 forward stock split pursuant to a stock dividend, resulting in the reporting person's ownership of 15,991 additional shares.

6. On June 5, 2015, the Issuer effected a 2-for-1 forward stock split pursuant to a stock dividend, resulting in the reporting person's ownership of 28,144 additional shares.

7. By EJ Financial/NEO Management, L.P. of which the reporting person is Managing General Partner.

Remarks:

	/s/ John N. Kapoor	11/13/2015
	John N. Kapoor	11/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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