UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KemPharm, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
488445107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]Rule 13d-1(b)
[X]Rule 13d-1(c)
[ ]Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13G
CUSIP No. 488445107
1)Name of Reporting Person
Daniel J. Mangless
2)Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3)SEC Use Only
4)Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:
5) | Sole Voting Power: | 0 |
|
|
|
6) | Shared Voting Power: | 700,000(1) |
|
|
|
7) | Sole Dispositive Power: | 0 |
|
|
|
8) | Shared Dispositive Power: | 700,000(1) |
9)Aggregate Amount Beneficially Owned by Each Reporting Person
10)Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11)Percent of Class Represented by Amount in Row (9)
3.7%(2)
12)Type of Reporting Person
IN
(1) As of December 31, 2020; shares held in joint account with spouse.
(2) Based on 18,849,983 shares of common stock outstanding as of January 31, 2021, as represented in the prospectus filed by KemPharm, Inc. with the Securities and Exchange Commission on February 16, 2021.
SCHEDULE 13G
CUSIP No. 488445107
ITEM 1(a).Name of Issuer.
KemPharm, Inc.
ITEM 1(b).Address of Issuer’s Principal Executive Offices.
1180 Celebration Boulevard, Suite 103
Celebration, Florida 34747
ITEM 2(a).Names of Person Filing.
Daniel J. Mangless
ITEM 2(b).Address of Principal Business Office or, if none, Residence.
2146 Swanstone Circle
De Pere, Wisconsin 54115
ITEM 2(c).Citizenship or Place of Organization.
United States of America
ITEM 2(d).Title of Class of Securities.
This Statement pertains to the shares of common stock, par value $0.0001, of KemPharm, Inc.
ITEM 2(e).CUSIP Number.
488445107
ITEM 3.If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | [ ] | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [ ] | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
ITEM 4.Ownership.
The information contained in Items 5 – 11 on the cover pages is incorporated herein by reference.
ITEM 5.Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
ITEM 8.Identification and Classification of Members of the Group.
Not Applicable.
ITEM 9.Notice of Dissolution of Group.
Not Applicable.
ITEM 10.Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of the 8th day of March, 2021.
/s/ Daniel J. Mangless
Daniel J. Mangless