Initial Statement of Beneficial Ownership (3)
17 February 2017 - 10:00AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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0.5
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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
*
Sangiovanni Timothy J.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/13/2017
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3. Issuer Name
and
Ticker or Trading Symbol
KEMPHARM, INC [KMPH]
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(Last)
(First)
(Middle)
C/O KEMPHARM, INC., 2500 CROSSPARK ROAD, SUITE E126
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
VP, Corporate Controller /
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(Street)
CORALVILLE, IA 52241
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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(1)
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8/23/2025
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Common Stock
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6400
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$18.6100
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D
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Stock Option (right to buy)
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(2)
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2/28/2026
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Common Stock
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8000
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$16.2500
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D
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Stock Option (right to buy)
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(3)
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10/19/2026
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Common Stock
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7500
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$3.8000
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D
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Stock Option (right to buy)
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(4)
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1/26/2027
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Common Stock
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8000
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$3.5500
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D
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Stock Option (right to buy)
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(5)
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2/12/2027
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Common Stock
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22000
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$3.7800
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D
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Explanation of Responses:
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(
1)
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Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "Plan"). 25% of the shares vested on August 24, 2016 and the remaining 75% of the shares will vest in equal annual installments, 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. The option expires ten years after the date of grant.
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(
2)
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Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on March 1, 2017 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. The option expires ten years after the date of grant.
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(
3)
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Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on October 20, 2017 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. The option expires ten years after the date of grant.
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(
4)
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Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on January 27, 2018 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. The option expires ten years after the date of grant.
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(
5)
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Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on February 13, 2018 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. The option expires ten years after the date of grant.
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Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sangiovanni Timothy J.
C/O KEMPHARM, INC.
2500 CROSSPARK ROAD, SUITE E126
CORALVILLE, IA 52241
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VP, Corporate Controller
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Signatures
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/s/ Timothy J. Sangiovanni
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2/16/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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