SEC FORM 4 SEC Form 4
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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Mickle Christal M M

(Last) (First) (Middle)
C/O KEMPHARM, INC.
2656 CROSSPARK ROAD, SUITE 100

(Street)
CORALVILLE IA 52241

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KEMPHARM, INC [ KMPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
X Officer (give title below) Other (specify below)
VP Operations & Prod Dev
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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.