0001437749-17-002718.txt : 20170216 0001437749-17-002718.hdr.sgml : 20170216 20170216175846 ACCESSION NUMBER: 0001437749-17-002718 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170213 FILED AS OF DATE: 20170216 DATE AS OF CHANGE: 20170216 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: 2500 CROSSPARK ROAD, SUITE E126 CITY: CORALVILLE STATE: IA ZIP: 52241 BUSINESS PHONE: 319-665-2575 MAIL ADDRESS: STREET 1: 2500 CROSSPARK ROAD, SUITE E126 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: Sangiovanni Timothy J. CENTRAL INDEX KEY: 0001698328 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36913 FILM NUMBER: 17619105 MAIL ADDRESS: STREET 1: C/O KEMPHARM, INC. STREET 2: 2500 CROSSPARK RD, STE E-126 CITY: CORALVILLE STATE: IA ZIP: 52241 3 1 rdgdoc.xml FORM 3 X0206 3 2017-02-13 0 0001434647 KEMPHARM, INC KMPH 0001698328 Sangiovanni Timothy J. C/O KEMPHARM, INC. 2500 CROSSPARK ROAD, SUITE E126 CORALVILLE IA 52241 1 VP, Corporate Controller Stock Option (right to buy) 18.6100 2025-08-23 Common Stock 6400 D Stock Option (right to buy) 16.2500 2026-02-28 Common Stock 8000 D Stock Option (right to buy) 3.8000 2026-10-19 Common Stock 7500 D Stock Option (right to buy) 3.5500 2027-01-26 Common Stock 8000 D Stock Option (right to buy) 3.7800 2027-02-12 Common Stock 22000 D Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "Plan"). 25% of the shares vested on August 24, 2016 and the remaining 75% of the shares will vest in equal annual installments, 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. The option expires ten years after the date of grant. Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on March 1, 2017 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. The option expires ten years after the date of grant. Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on October 20, 2017 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. The option expires ten years after the date of grant. Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on January 27, 2018 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. The option expires ten years after the date of grant. Grant to the Reporting Person of a stock option under the Plan. 25% of the shares will vest on February 13, 2018 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. The option expires ten years after the date of grant. Exhibit List: Exhibit 24 - Power of Attorney /s/ Timothy J. Sangiovanni 2017-02-16 EX-24 2 ex24v2.htm ex24.htm

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Travis Mickle, R. LaDuane Clifton, Brent B. Siler, Matthew P. Dubofsky and Nathan Jeffries, 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 15th day of February, 2017.

 

 

 

By:

/s/ Timothy J. Sangiovanni

 

 

 

Timothy J. Sangiovanni