| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/15/2015 | 3. Issuer Name and Ticker or Trading Symbol KEMPHARM, INC [ KMPH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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 | 1,538,373 | D | |
| Common Stock | 271,111 | I | By Spouse |
| Common Stock | 230,812 | I | By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 Mickle Family Trust, co-trustee with spouse |
| Common Stock | 230,812 | I | By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 TCM Family Trust, co-trustee with spouse |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Option (right to buy) | (1) | 08/17/2022 | Common Stock | 53,333 | 5.85 | D | |
| Stock Option (right to buy) | (2) | 07/30/2024 | Common Stock | 26,666 | 5.85 | D | |
| Stock Option (right to buy) | (3) | 08/17/2022 | Common Stock | 26,666 | 5.85 | I | By Spouse |
| Stock Option (right to buy) | (4) | 07/09/2024 | Common Stock | 20,000 | 5.85 | I | By Spouse |
| Series A Convertible Preferred Stock | (5)(6) | (7) | Common Stock | 527,093 | (5)(6) | D(15) | |
| Series B Convertible Preferred Stock | (5)(8) | (7) | Common Stock | 6,203 | (5)(8) | D(15) | |
| Series C Convertible Preferred Stock | (5)(9) | (7) | Common Stock | 51,332 | (5)(9) | D(15) | |
| Series C Convertible Preferred Stock | (5)(10) | (7) | Common Stock | 44,873 | (5)(10) | I | Held by spouse |
| Series D Convertible Preferred Stock | (5)(11) | (7) | Common Stock | 137,541 | (5)(11) | D(15) | |
| Warrant to Purchase Series D Preferred Stock (right to buy) | (12)(13) | (14) | Common Stock | 32,371 | 0.78 | D(15) | |
| Explanation of Responses: |
| 1. Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). 40,000 of the shares subject to this option will vest upon a liquidation event for stockholders and the remaining 13,333 shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. |
| 2. Grant to the Reporting Person of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 30, 2015 through July 30, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. |
| 3. Grant to the Reporting Person's spouse of a stock option under the Plan. 13,333 of the shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201 and the remaining shares subject to this option will vest upon the filing of a New Drug Application with the U.S. Food and Drug Administration. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person's spouse is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. |
| 4. Grant to the Reporting Person's spouse of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 9, 2015 through July 9, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant. |
| 5. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. |
| 6. The shares will automatically convert into 70,279 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Restated Certificate of Incorporation). |
| 7. The shares do not have an expiration date. |
| 8. The shares will automatically convert into 827 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. |
| 9. The shares will automatically convert into 6,844 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. |
| 10. The shares will automatically convert into 5,983 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. |
| 11. The shares will automatically convert into 18,338 shares of the Issuer's Common Stock at an exercise price of $5.85 per share immediately upon the closing of a Qualified Public Offering. |
| 12. Immediately exercisable. |
| 13. The warrant will automatically convert into a warrant to purchase 4,316 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. |
| 14. The warrant expires as of 5:00 p.m. C.S.T. on the earliest of (i) June 2, 2019 and (ii) the effective date of the closing of a Company Sale Transaction (as such term is defined in the warrant). |
| 15. Held jointly with spouse |
| Remarks: |
| /s/ James C.T. Linfield, Attorney-in-Fact | 04/15/2015 | |
| ** 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 5 (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. | ||
