Sec Form 3 Filing - Mickle Christal M M @ KEMPHARM, INC - 2023-01-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Mickle Christal M M
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)
Chief Product Dev. Officer
(Last) (First) (Middle)
C/O KEMPHARM, INC., 1180 CELEBRATION BOULEVARD, SUITE 103
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2023
(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
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 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) $ 93.6 ( 1 ) 07/09/2024 Common Stock 1,250 D
Stock Option (right to buy) $ 327.2 ( 1 ) 09/04/2025 Common Stock 1,562 D
Stock Option (right to buy) $ 201.92 ( 1 ) 02/10/2026 Common Stock 1,250 D
Stock Option (right to buy) $ 56.8 ( 1 ) 01/26/2027 Common Stock 1,875 D
Stock Option (right to buy) $ 88 ( 1 ) 01/24/2028 Common Stock 1,875 D
Stock Option (right to buy) $ 42.56 ( 2 ) 02/05/2029 Common Stock 3,750 D
Stock Option (right to buy) $ 8.26 ( 1 ) 11/24/2029 Common Stock 2,250 D
Stock Option (right to buy) $ 5.98 ( 1 ) 02/04/2030 Common Stock 3,750 D
Stock Option (right to buy) $ 9.06 ( 3 ) 08/19/2031 Common Stock 48,383 D
Stock Option (right to buy) $ 7.17 ( 4 ) 01/31/2032 Common Stock 50,092 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mickle Christal M M
C/O KEMPHARM, INC.
1180 CELEBRATION BOULEVARD, SUITE 103
CELEBRATION, FL34747
Chief Product Dev. Officer
Signatures
/s/ Timothy J. Sangiovanni, Attorney-in-Fact for Christal M.M. Mickle 01/10/2023
Signature of Reporting Person Date
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

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