0001209191-15-034440.txt : 20150415 0001209191-15-034440.hdr.sgml : 20150415 20150415210420 ACCESSION NUMBER: 0001209191-15-034440 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150415 FILED AS OF DATE: 20150415 DATE AS OF CHANGE: 20150415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPHARM, INC CENTRAL INDEX KEY: 0001434647 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205894398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2656 CROSSPARK ROAD, SUITE 100 CITY: CORALVILLE STATE: IA ZIP: 52241 BUSINESS PHONE: 319-665-2575 MAIL ADDRESS: STREET 1: 2656 CROSSPARK ROAD, SUITE 100 CITY: CORALVILLE STATE: IA ZIP: 52241 FORMER COMPANY: FORMER CONFORMED NAME: KEMPHARM INC DATE OF NAME CHANGE: 20080507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pascoe Richard W CENTRAL INDEX KEY: 0001343266 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36913 FILM NUMBER: 15773028 MAIL ADDRESS: STREET 1: C/O SOMAXON PHARMACEUTICALS, INC. STREET 2: 10935 VISTA SORRENTO PARKWAY, SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-04-15 0 0001434647 KEMPHARM, INC KMPH 0001343266 Pascoe Richard W C/O KEMPHARM, INC. 2656 CROSSPARK ROAD, SUITE 100 CORALVILLE IA 52241 1 0 0 0 Stock Option (right to buy) 5.85 2021-01-01 Common Stock 7333 D Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). 2,666 shares subject to the option are vested, an additional 667 shares subject to the option shall vest upon the closing of an underwritten initial public offering of the Issuer's common stock with gross sale proceeds of at least $5,000,000.00, and the remaining shares subject to the option vest in equal annual installments of 2,000 shares on each of December 31, 2015 and December 31, 2016, provided, if the Reporting Person is terminated without cause (as defined in the stock option agreement), then the vesting of the options will be accelerated with respect to 100% of the shares. The option expires ten years after the date of grant. /s/ James C.T. Linfield, Attorney-in-Fact 2015-04-15 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                                POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Travis Mickle, Gordon Johnson, James C.T. Linfield and Matthew
P. Dubofsky, signing individually, the undersigned's true and lawful
attorneys-in fact and agents to:

               (1)  execute for and on behalf of the undersigned, an officer,
        director or holder of 10% of more of a registered class of
        securities of KemPharm, Inc. (the "Company"), Forms 3, 4 and 5 in
        accordance with Section 16(a) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act") and the rules thereunder;

               (2)  do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and
        execute such Forms 3, 4 or 5, complete and execute any amendment or
        amendments thereto, and timely file such forms or amendments with the
        United States Securities and Exchange Commission and any stock exchange
        or similar authority; and

               (3)  take any other action of any nature whatsoever in
        connection with the foregoing that, in the opinion of such
        attorney-in-fact, may be of benefit, in the best interest of, or legally
        required by, the undersigned, it being understood that the documents
        executed by such attorney-in-fact on behalf of the undersigned pursuant
        to this Power of Attorney shall be in such form and shall contain such
        terms and conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed by the Company or Cooley LLP, as applicable.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of March, 2015.

                                        /s/ Richard W. Pascoe
                                        ----------------------------------------
                                        Richard W. Pascoe