Sec Form 4 Filing - Guenther Sven @ KEMPHARM, INC - 2020-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Guenther Sven 2. Issuer Name and Ticker or Trading Symbol KEMPHARM, INC [ KMPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Research & Development (Last) (First) (Middle) C/O KEMPHARM, INC., 1180 CELEBRATION BOULEVARD, SUITE 103 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2020 (Street) CELEBRATION, FL34747 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.374 02/05/2020 A 160,000 ( 1 ) 02/04/2030 Common Stock 160,000 $ 0 160,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Guenther Sven C/O KEMPHARM, INC. 1180 CELEBRATION BOULEVARD, SUITE 103 CELEBRATION, FL34747 EVP, Research & Development Signatures /s/ Timothy J. Sangiovanni, Attorney-in-Fact for Sven Guenther 02/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "Plan"). 50% of the shares underlying the option will vest upon the approval by the U.S. Food and Drug Administration of a new drug application for the Company's product candidate, KP415. The remaining 50% of the shares underlying the option will vest upon the approval of a label for KP415 which includes 30 minute onset and 13-hour duration (the "30/13 Label") as defined in the KP415 License Agreement dated September 3, 2019. Each vesting event is contingent upon such optionee's continued employment with the Issuer at the relevant vesting date 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.

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 4(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).

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