SEC Filing | Zevra Therapeutics, Inc.

View:

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Thompson Danny L

(Last)

(First)

(Middle)

C/O KEMPHARM, INC.

2656 CROSSPARK ROAD, SUITE 100

(Street)

CORALVILLE

52241

(City)

(State)

(Zip)

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)

X	Director	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	05/18/2017	Common Stock	13,333	4.65	D
Stock Option (right to buy)	⁽¹⁾	03/30/2018	Common Stock	3,333	4.65	D
Stock Option (right to buy)	⁽¹⁾	04/18/2019	Common Stock	3,333	5.85	D
Stock Option (right to buy)	⁽¹⁾	04/03/2020	Common Stock	3,333	5.85	D
Series A Convertible Preferred Stock	⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	26,355	⁽²⁾⁽³⁾	D⁽¹¹⁾
Series B Convertible Preferred Stock	⁽²⁾⁽⁵⁾	⁽⁴⁾	Common Stock	16,129	⁽²⁾⁽⁵⁾	D⁽¹¹⁾
Series C Convertible Preferred Stock	⁽²⁾⁽⁶⁾	⁽⁴⁾	Common Stock	12,820	⁽²⁾⁽⁶⁾	D⁽¹¹⁾
Series A Convertible Preferred Stock	⁽²⁾⁽⁷⁾	⁽⁴⁾	Common Stock	269,959	⁽²⁾⁽⁷⁾	I	By Garrett Bancshares, LTD⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾⁽⁹⁾	⁽⁴⁾	Common Stock	161,290	⁽²⁾⁽⁹⁾	I	By Garrett Bancshares, LTD⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾⁽¹⁰⁾	⁽⁴⁾	Common Stock	256,410	⁽²⁾⁽¹⁰⁾	I	By Garrett Bancshares, LTD⁽⁸⁾

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan. The shares subject to the option are fully vested. The option expires ten years after the date of grant.

2. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election.

3. The shares will automatically convert into 3,514 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).

4. The shares do not have an expiration date.

5. The shares will automatically convert into 2,150 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

6. The shares will automatically convert into 1,709 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

7. The shares will automatically convert into 35,994 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

8. The Reporting Person is the Vice-President of Garrett Bancshares, LTD and may be deemed to have shared voting and dispositive power over, and be deemed to be indirect beneficial owner of, the shares directly held by Garrett Bancshares, LTD.

9. The shares will automatically convert into 21,505 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

10. The shares will automatically convert into 34,188 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

11. Held jointly with spouse

Remarks:

	/s/ Danny L. Thompson	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.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

      Know all by these presents that the undersigned hereby constitutes and
appoints each of Travis Mickle, Gordon Johnson, James C.T. Linfield and Matthew
P. Dubofsky, signing individually, the undersigned's true and lawful attorneys-
in fact and agents to:

         (1)   execute for and on behalf of the undersigned, an officer,
      director or holder of 10% of more of a registered class of securities of
      KemPharm, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with
      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act") and the rules thereunder;

         (2)   do and perform any and all acts for and on behalf of the
      undersigned that may be necessary or desirable to complete and execute
      such Forms 3, 4 or 5, complete and execute any amendment or amendments
      thereto, and timely file such forms or amendments with the United States
      Securities and Exchange Commission and any stock exchange or similar
      authority; and

         (3)   take any other action of any nature whatsoever in connection
      with the foregoing that, in the opinion of such attorney-in-fact, may be
      of benefit, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney- in-fact may approve in such attorney-in-fact's
      discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in- fact or (c) as to any attorney-
in-fact individually, until such attorney- in-fact shall no longer be employed
by the Company or Cooley LLP, as applicable.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of March, 2015.



                                            /s/ Danny L. Thompson
                                            ---------------------------------
                                            Danny L. Thompson