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

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1. Name and Address of Reporting Person^*

Guenther Sven

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP R&D

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	20,000	D

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⁾	07/01/2019	Common Stock	20,000	$4.65	D
Stock Option (right to buy)	⁽²⁾	07/09/2024	Common Stock	20,000	$5.85	D
Series A Convertible Preferred Stock	⁽³⁾⁽⁴⁾	⁽⁵⁾	Common Stock	26,355	⁽³⁾⁽⁴⁾	D
Series B Convertible Preferred Stock	⁽³⁾⁽⁶⁾	⁽⁵⁾	Common Stock	16,129	⁽³⁾⁽⁶⁾	D
Series C Convertible Preferred Stock	⁽³⁾⁽⁷⁾	⁽⁵⁾	Common Stock	136,410	⁽³⁾⁽⁷⁾	D

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). The shares subject to the option are fully vested.

2. Grant to the Reporting Person of a stock option under the Plan. The shares subject to the option vest in four equal annual installments on each of July 9, 2015, July 9, 2016, July 9, 2017 and July 9, 2018, provided 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.

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

4. 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).

5. The shares do not have an expiration date.

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

7. The shares will automatically convert into 18,188 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

Remarks:

	/s/ Sven Guenther	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.