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^*

Plooster Matthew R

(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	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
Series C Convertible Preferred Stock	⁽¹⁾⁽²⁾	⁽⁵⁾	Common Stock	25,642	⁽¹⁾⁽²⁾	D
Series C Convertible Preferred Stock	⁽¹⁾⁽³⁾	⁽⁵⁾	Common Stock	8,381	⁽¹⁾⁽³⁾	I	By TD Ameritrade Clearing Inc. Custodian FBO Matthew Ryan Plooster Roth IRA, as trustee
Series D Convertible Preferred Stock	⁽¹⁾⁽⁴⁾	⁽⁵⁾	Common Stock	8,456	⁽¹⁾⁽⁴⁾	D
Warrant to Purchase Common Stock (right to buy)	⁽⁶⁾	03/23/2016	Common Stock	3,572	$3.9	D
Warrant to Purchase Series D Preferred Stock (right to buy)	⁽⁶⁾⁽⁷⁾	⁽⁸⁾	Common Stock	384	$0.78	D
Series A Convertible Preferred Stock	⁽¹⁾⁽⁹⁾	⁽⁵⁾	Common Stock	1,701,011	⁽¹⁾⁽⁹⁾	I	By Bridgepoint Investment Partners I LLLP⁽¹⁰⁾
Series B Convertible Preferred Stock	⁽¹⁾⁽¹¹⁾	⁽⁵⁾	Common Stock	1,511,279	⁽¹⁾⁽¹¹⁾	I	By Bridgepoint Investment Partners I LLLP⁽¹⁰⁾

Explanation of Responses:

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

2. The shares will automatically convert into 3,418 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).

3. The shares will automatically convert into 1,117 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

4. The shares will automatically convert into 1,127 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

5. The shares do not have an expiration date.

6. Immediately exercisable.

7. The warrant will automatically convert into a warrant to purchase 51 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.

8. 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).

9. The shares will automatically convert into 226,801 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

10. The shares directly held by Bridgepoint Investment Partners I LLLP, or Bridgepoint, are indirectly held by its general partner, Bridgepoint Capital Partners, LLP, or BPCP. The individual managers of BPCP are Matthew R. Plooster and Adam S. Claypool. Matthew R. Plooster and Adam S. Claypool share voting and dispositive power with regard to the shares directly held by Bridgepoint.

11. The shares will automatically convert into 201,503 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering.

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.
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