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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/06/2023 |
3. Issuer Name and Ticker or Trading Symbol
KEMPHARM, INC [ KMPH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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 | 11,972 | D | |
Common Stock | 15,242 | I | By Christal M.M. Mickle 2015 Gift Trust dtd 7/21/15, Travis C. Mickle as trustee |
Common Stock | 9,824 | I | By Travis C. Mickle 2015 Dynasty Trust dtd 7/21/15, as trustee |
Common Stock | 96,153 | I | By Mickle Holdings LLC |
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) | 07/09/2024 | Common Stock | 1,250 | 93.6 | D | |
Stock Option (right to buy) | (1) | 09/04/2025 | Common Stock | 1,562 | 327.2 | D | |
Stock Option (right to buy) | (1) | 02/10/2026 | Common Stock | 1,250 | 201.92 | D | |
Stock Option (right to buy) | (1) | 01/26/2027 | Common Stock | 1,875 | 56.8 | D | |
Stock Option (right to buy) | (1) | 01/24/2028 | Common Stock | 1,875 | 88 | D | |
Stock Option (right to buy) | (2) | 02/05/2029 | Common Stock | 3,750 | 42.56 | D | |
Stock Option (right to buy) | (1) | 11/24/2029 | Common Stock | 2,250 | 8.26 | D | |
Stock Option (right to buy) | (1) | 02/04/2030 | Common Stock | 3,750 | 5.98 | D | |
Stock Option (right to buy) | (3) | 08/19/2031 | Common Stock | 48,383 | 9.06 | D | |
Stock Option (right to buy) | (4) | 01/31/2032 | Common Stock | 50,092 | 7.17 | D |
Explanation of Responses: |
1. Fully vested. |
2. 25% of the shares vested on February 6, 2020, 2021 and 2022, respectively, and the remaining 25% of the shares will vest on February 6, 2023, provided that at the relevant vesting date such optionee's employment relationship has not been terminated as defined in the Plan. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer or if the Reporting Person is terminated without cause or resigns for good reason. |
3. 25% of the shares vested on August 20, 2022 and the remaining 75% of the shares will vest in equal annual installments thereafter, provided that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in the Plan. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer or if the Reporting Person is terminated without cause or resigns for good reason. |
4. 25% of the shares will vest on February 1, 2023 and the remaining 75% of the shares will vest in equal annual installments thereafter, provided that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in the Plan. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer or if the Reporting Person is terminated without cause or resigns for good reason. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Timothy J. Sangiovanni, Attorney-in-Fact for Christal M.M. Mickle | 01/10/2023 | |
** 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. |