Sec Form 4 Filing - BLUHM ANDREW G @ Neos Therapeutics, Inc. - 2015-07-28

Insider filing report for Changes in Beneficial Ownership
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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
BLUHM ANDREW G
2. Issuer Name and Ticker or Trading Symbol
Neos Therapeutics, Inc. [ NEOS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NEOS THERAPEUTICS, INC., 2940 N. HWY 360
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2015
(Street)
GRAND PRAIRIE, TX75050
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 07/28/2015 C 63,753 A 63,753 I See Footnotes ( 2 ) ( 3 )
Common Stock 07/28/2015 C 205,825 A 269,578 I See Footnotes ( 2 ) ( 3 )
Common Stock 07/28/2015 C 623,550 A 893,128 I See Footnotes ( 2 ) ( 3 )
Common Stock 07/28/2015 C 14,230 A 907,358 I See Footnotes ( 2 ) ( 3 )
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
Series B Preferred Stock ( 1 ) 07/28/2015 C 153,009 ( 1 ) ( 1 ) Common Stock 63,753 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )
Series B-1 Preferred Stock ( 1 ) 07/28/2015 C 493,982 ( 1 ) ( 1 ) Common Stock 205,825 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/28/2015 C 1,496,521 ( 1 ) ( 1 ) Common Stock 623,550 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )
Preferred Stock Warrant (Right to Buy) ( 4 ) 07/28/2015 X 170,766 ( 4 ) ( 4 ) Series C Preferred Stock 34,153 ( 4 ) 0 I See Footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/28/2015 C 34,153 ( 1 ) ( 1 ) Common Stock 14,230 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUHM ANDREW G
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
Delaware Street Capital Master Fund, L.P.
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
DSC Advisors, L.L.C.
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
DSC Advisors, L.P.
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
DSC Managers, L.L.C.
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
DELAWARE STREET CAPITAL L P
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRAND PRAIRIE, TX75050
X
Signatures
/s/ Andrew Bluhm 07/28/2015
Signature of Reporting Person Date
DSC Advisors, L.P., by: DSC Advisors, L.L.C., the general partner of DSC Advisors, L.P., by: /s/ Andrew Bluhm, managing member 07/28/2015
Signature of Reporting Person Date
DSC Advisors, L.L.C., by: /s/ Andrew Bluhm, managing member 07/28/2015
Signature of Reporting Person Date
DSC Managers, L.L.C., by: /s/ Andrew Bluhm, managing member 07/28/2015
Signature of Reporting Person Date
Delaware Street Capital Master Fund, L.P., by: DSC Managers, L.L.C., the general partner of Delaware Street Capital Master Fund, L.P., by: /s/ Andrew Bluhm 07/28/2015
Signature of Reporting Person Date
Delaware Street Capital, L.P., by: DSC Managers, L.L.C., the general partner of Delaware Street Capital, L.P., by: /s/ Andrew Bluhm, managing member 07/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Series B preferred stock, Series B-1 preferred stock and Series C preferred stock was automatically converted on a 2.4-for-1 basis into common stock immediately prior to the closing of the Issuer's initial public offering. The shares of Series B preferred stock, Series B-1 preferred stock and Series C preferred stock had no expiration date.
( 2 )Delaware Street Capital Master Fund, L.P. directly owns all of the securities set forth in column 1. As the principal of (i) DSC Advisors, L.L.C., the general partner of DSC Advisors, L.P. ("IM"), the investment manager to Delaware Street Capital Master Fund, L.P., and (ii) DSC Managers, L.L.C. ("GP"), the general partner of Delaware Street Capital Master Fund, L.P. and Delaware Street Capital, L.P., Andrew Bluhm may be deemed the beneficial owner of a portion of the securities owned by Delaware Street Capital Master Fund, L.P. Delaware Street Capital, L.P. is a "feeder fund" that invests all or substantially all of its investable assets in Delaware Street Capital Master Fund, L.P. An affiliate of IM, GP has granted all discretion over Delaware Street Capital Master Fund, L.P.'s investment activities to IM. IM does not have a pecuniary interest in Delaware Street Capital Master Fund, L.P.
( 3 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but this filing shall not be deemed an admission that any Reporting Person is or was, for the purposes of Section 16 of the Act of otherwise, a beneficial owner of any securities of the Issuer. Such beneficial ownership is and was expressly disclaimed by each of the Reporting Persons except to the extent of their pecuniary interests.
( 4 )The preferred stock warrant was automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision pursuant to which the holder receives a net number of shares of Series C preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price (the "Cashless Exercise Provision"). The shares of Series C preferred stock have no expiration date..

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