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^*

Mickle Travis C

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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)
Common Stock	1,538,373	D
Common Stock	271,111	I	By Spouse
Common Stock	230,812	I	By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 Mickle Family Trust, co-trustee with spouse
Common Stock	230,812	I	By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 TCM Family Trust, co-trustee with spouse

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⁾	08/17/2022	Common Stock	53,333	$5.85	D
Stock Option (right to buy)	⁽²⁾	07/30/2024	Common Stock	26,666	$5.85	D
Stock Option (right to buy)	⁽³⁾	08/17/2022	Common Stock	26,666	$5.85	I	By Spouse
Stock Option (right to buy)	⁽⁴⁾	07/09/2024	Common Stock	20,000	$5.85	I	By Spouse
Series A Convertible Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁷⁾	Common Stock	527,093	⁽⁵⁾⁽⁶⁾	D⁽¹⁵⁾
Series B Convertible Preferred Stock	⁽⁵⁾⁽⁸⁾	⁽⁷⁾	Common Stock	6,203	⁽⁵⁾⁽⁸⁾	D⁽¹⁵⁾
Series C Convertible Preferred Stock	⁽⁵⁾⁽⁹⁾	⁽⁷⁾	Common Stock	51,332	⁽⁵⁾⁽⁹⁾	D⁽¹⁵⁾
Series C Convertible Preferred Stock	⁽⁵⁾⁽¹⁰⁾	⁽⁷⁾	Common Stock	44,873	⁽⁵⁾⁽¹⁰⁾	I	Held by spouse
Series D Convertible Preferred Stock	⁽⁵⁾⁽¹¹⁾	⁽⁷⁾	Common Stock	137,541	⁽⁵⁾⁽¹¹⁾	D⁽¹⁵⁾
Warrant to Purchase Series D Preferred Stock (right to buy)	⁽¹²⁾⁽¹³⁾	⁽¹⁴⁾	Common Stock	32,371	$0.78	D⁽¹⁵⁾

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). 40,000 of the shares subject to this option will vest upon a liquidation event for stockholders and the remaining 13,333 shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant.

2. Grant to the Reporting Person of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 30, 2015 through July 30, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant.

3. Grant to the Reporting Person's spouse of a stock option under the Plan. 13,333 of the shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201 and the remaining shares subject to this option will vest upon the filing of a New Drug Application with the U.S. Food and Drug Administration. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person's spouse is terminated without cause or resigns for good reason. The option expires ten years after the date of grant.

4. Grant to the Reporting Person's spouse of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 9, 2015 through July 9, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.

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

6. The shares will automatically convert into 70,279 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).

7. The shares do not have an expiration date.

8. The shares will automatically convert into 827 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

9. The shares will automatically convert into 6,844 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

10. The shares will automatically convert into 5,983 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

11. The shares will automatically convert into 18,338 shares of the Issuer's Common Stock at an exercise price of $5.85 per share immediately upon the closing of a Qualified Public Offering.

12. Immediately exercisable.

13. The warrant will automatically convert into a warrant to purchase 4,316 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

14. 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).

15. Held jointly with spouse

Remarks:

	/s/ James C.T. Linfield, Attorney-in-Fact	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.