| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol KEMPHARM, INC [ KMPH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.0001 | 10/05/2018 | P | 2,000,000 | A | $3 | 4,095,914(1) | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that DSC Advisors, L.P. ("DSCA), the investment manager of Delaware Street Master Fund, L.P. (the "Fund"), DSC Managers, L.L.C. ("DSCM"), the general partner of the Fund, DSC Advisors, L.L.C. ("DSCA LLC"), the general partner of DSCA, or Andrew G. Bluhm, the principal of DSCA LLC, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.0001 (the "Common Stock"), of KemPharm, Inc. (the "Issuer") purchased by the Fund. Pursuant to Rule 16a-1, each of DSCA, DSCM, DSCA LLC and Mr. Bluhm disclaim such beneficial ownership. |
| 2. The Fund holds the shares of Common Stock directly. DSCA serves as the investment manager to the Fund. DSCA LLC serves as the general partner of DSCA. DSCM receives a portion of the profits in the form of a capital allocation from, and owns a partnership interest in, the Fund. Andrew G. Bluhm reports the Common Stock held directly by the Fund because, as the principal of DSCA LLC at the time of purchase, he controlled the disposition and voting of the securities. |
| Remarks: |
| /s/ Andrew G. Bluhm, managing member of DSC Managers, L.L.C., general partner of Delaware Street Capital Master Fund, L.P. | 10/09/2018 | |
| /s/ Andrew G. Bluhm, managing member of DSC Advisors, L.L.C., general partner of DSC Advisors, L.P. | 10/09/2018 | |
| /s/ Andrew G. Bluhm, managing member of DSC Managers, L.L.C. | 10/09/2018 | |
| /s/ Andrew G. Bluhm, managing member of DSC Advisors, L.L.C. | 10/09/2018 | |
| /s/ Andrew G. Bluhm | 10/09/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
