Robitaille Gregory J Form 3 Neos Therapeutics / GREGORY J ROBITAILLE ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ROBITAILLE GREGORY J

(Last) (First) (Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE TX 75050

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2015

3. Issuer Name and Ticker or Trading Symbol
Neos Therapeutics, Inc. [ NEOS ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,710	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	3,604	(1)	D
Series B-1 Preferred Stock	(1)	(1)	Common Stock	9,458	(1)	D
Series C Preferred Stock	(1)	(1)	Common Stock	8,703	(1)	D
Stock Option (Right to Buy)	(2)	02/19/2025	Common Stock	10,416	9.32	D
Preferred Stock Warrant (Right to Buy)	(3)	02/23/2018	Series C Preferred Stock	4,200	5(3)	D

Explanation of Responses:

1. The Series B preferred stock, Series B-1 preferred stock and Series C preferred stock are convertible into common stock on a 2.4-for-1 basis into the number of shares of common stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering. The Series B preferred stock, Series B-1 preferred stock and Series C preferred stock have no expiration date.

2. This option vests over a four-year period at a rate of 25% on February 19, 2016 and in 36 equal monthly installments thereafter.

3. The warrant is exercisable at the earlier of (i) the holder's election for the number of shares of Series C preferred stock (a) shown in column 3 at a price of $5.00 per share of Series C preferred stock or (b) such number of shares issuable pursuant to a cashless net exercise provision pursuant to which the holder surrenders the warrant and receives a net number of shares of Series C preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price (the "Cashless Exercise Provision"); and (ii) immediately prior to the closing of the Issuer's initial public offering pursuant to the Cashless Exercise Provision.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Benjamin Piper, attorney-in-fact	07/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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