FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KEMPHARM, INC [ KMPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/21/2015 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/21/2015 | C | 5,983(1) | A | (2) | 277,094 | D | |||
Common Stock | 1,538,373 | I | By Spouse | |||||||
Common Stock | 04/21/2015 | C | 96,288(1) | A | (2) | 96,288 | D(3) | |||
Common Stock | 230,812 | I | By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 | |||||||
Common Stock | 230,812 | I | By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (2) | 04/21/2015 | C | 527,093 | (2) | (2) | Common Stock | 70,279 | $0.00 | 0 | D(3) | ||||
Series B Convertible Preferred Stock | (2) | 04/21/2015 | C | 6,203 | (2) | (2) | Common Stock | 827 | $0.00 | 0 | D(3) | ||||
Series C Convertible Preferred Stock | (2) | 04/21/2015 | C | 51,332 | (2) | (2) | Common Stock | 6,844 | $0.00 | 0 | D(3) | ||||
Series C Convertible Preferred Stock | (2) | 04/21/2015 | C | 44,873 | (2) | (2) | Common Stock | 5,983 | $0.00 | 0 | D | ||||
Series D Convertible Preferred Stock | (2) | 04/21/2015 | C | 137,541 | (2) | (2) | Common Stock | 18,338 | $0.00 | 0 | D(3) | ||||
Warrant to Purchase Series D Preferred Stock (right to buy) | (2) | 04/21/2015 | C | 32,371 | (2) | (2) | Common Stock | 4,316 | $0.78 | 0 | D(3) | ||||
Warrant to Purchase Common Stock (right to buy) | $5.85 | 04/21/2015 | C(4) | 4,316 | (4) | (5) | Common Stock | 4,316 | $0.00 | 4,316 | D(3) |
Explanation of Responses: |
1. The total represents shares received upon conversion of Series A, Series B, Series C and Series D convertible preferred stock. |
2. Effective upon the closing of the Issuer's initial public offering of its common stock, each share of Series A, Series B, Series C and Series D convertible preferred stock automatically converted into 0.133333 shares of common stock. The convertible preferred stock had no expiration date. |
3. Held jointly with spouse. |
4. Represents a warrant to purchase shares of common stock of the Issuer following the conversion of the Series D convertible preferred stock on a 1-for-0.1333 share basis. The number of shares and price per share reported herein reflects such conversion. The warrant is immediately exercisable at any time at the option of the holder. |
5. 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). |
Remarks: |
/s/ James C.T. Linfield, Attorney-in-Fact | 04/21/2015 | |
** 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 4 (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. |