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^*

Mickle Christal M M

(Last)

(First)

(Middle)

C/O KEMPHARM, INC.

1180 CELEBRATION BOULEVARD, SUITE 103

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2023

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)
	Chief Product Dev. Officer

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	11,972	D
Common Stock	15,242	I	By Christal M.M. Mickle 2015 Gift Trust dtd 7/21/15, Travis C. Mickle as trustee
Common Stock	9,824	I	By Travis C. Mickle 2015 Dynasty Trust dtd 7/21/15, as trustee
Common Stock	96,153	I	By Mickle Holdings LLC

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⁾	07/09/2024	Common Stock	1,250	$93.6	D
Stock Option (right to buy)	⁽¹⁾	09/04/2025	Common Stock	1,562	$327.2	D
Stock Option (right to buy)	⁽¹⁾	02/10/2026	Common Stock	1,250	$201.92	D
Stock Option (right to buy)	⁽¹⁾	01/26/2027	Common Stock	1,875	$56.8	D
Stock Option (right to buy)	⁽¹⁾	01/24/2028	Common Stock	1,875	$88	D
Stock Option (right to buy)	⁽²⁾	02/05/2029	Common Stock	3,750	$42.56	D
Stock Option (right to buy)	⁽¹⁾	11/24/2029	Common Stock	2,250	$8.26	D
Stock Option (right to buy)	⁽¹⁾	02/04/2030	Common Stock	3,750	$5.98	D
Stock Option (right to buy)	⁽³⁾	08/19/2031	Common Stock	48,383	$9.06	D
Stock Option (right to buy)	⁽⁴⁾	01/31/2032	Common Stock	50,092	$7.17	D

Explanation of Responses:

1. Fully vested.

2. 25% of the shares vested on February 6, 2020, 2021 and 2022, respectively, and the remaining 25% of the shares will vest on February 6, 2023, provided that at the relevant vesting date 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.

3. 25% of the shares vested on August 20, 2022 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.

4. 25% of the shares will vest on February 1, 2023 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Timothy J. Sangiovanni, Attorney-in-Fact for Christal M.M. Mickle	01/10/2023
	** 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.