Burrill Life Scienes Capital Fund Iii L P Form 3 Neos Therapeutics / Anupam Dalal 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^*

Kearny Venture Assoicates II LLC

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)

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	180,217	(1)	I	See footnote(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	472,897	(1)	I	See footnote(2)
Series C Preferred Stock	(1)	(1)	Common Stock	561,938	(1)	I	See footnote(2)
Common Stock Warrant (Right to Buy)	(3)	10/31/2016	Common Stock	67,685	0.024	I	See footnote(2)

1. Name and Address of Reporting Person^*

Kearny Venture Assoicates II LLC

(Last) (First) (Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE TX 75050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BURRILL LIFE SCIENES CAPITAL FUND III L P

(Last) (First) (Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE TX 75050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castelein Caley

(Last) (First) (Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE TX 75050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dalal Anupam

(Last) (First) (Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE TX 75050

(City) (State) (Zip)

Explanation of Responses:

1. The Series B preferred stock, Series B-1 preferred stock and Series C preferred stock is 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, such conversion pursuant to the terms of the Issuer's certficaition of incorporation (the "Split"). Prior to the Split, the preferred stock would have converted on a 1-for-1 basis pursuant to the terms of the preferred stock set forth in the Issuer's then-effective certificate of incorporation. The shares of Series B preferred stock, Series B-1 preferred stock and Series C preferred stock had no expiration date.

2. The security listed in column 1 is held directly by Burrill Life Sciences Capital Fund III, L.P. ("Burrill"). Kearny Venture Associates II, LLC ("KVA II"), is the General Partner of Burrill. Caley Castelein and Anupam Dalal are the managing members of KVA II and share both voting power and disposal power over the shares. Each Reporting Person disclaims beneficial ownership of the Securities, except to the extent of its pecuniary interest therein.

3. The warrant is exercisable at any time for the number of shares of common stock as shown in column 3 at any time at the holder's election.

	Kearny Venture Associates II, LLC, by: /s/ Caley Castelein, Managing Member	07/22/2015
	Burrill Life Sciences Capital Fund III, L.P. by: its General Partner Kearny Venture Associates II, LLC, by: /s/ Caley Castelein, Managing Member	07/22/2015
	/s/ Caley Castelein	07/22/2015
	/s/ Anupam Dalal	07/22/2015
	** Signature of Reporting Person	Date
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