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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 07/28/2015 | C | 927,397 | (1) | (1) | Common Stock | 386,415 | (1) | 0 | I | See footnote (2) | |||
| Series B Preferred Stock | (1) | 07/28/2015 | C | 75,450 | (1) | (1) | Common Stock | 31,437 | (1) | 200,000 | I | See footnote (2) | |||
| Series B Preferred Stock | (1) | 07/28/2015 | C | 200,000 | (1) | (1) | Common Stock | 83,333 | (1) | 0 | I | See footnote (3) | |||
| Series B-1 Preferred Stock | (1) | 07/28/2015 | C | 570,000 | (1) | (1) | Common Stock | 237,500 | (1) | 70,000 | I | See footnote (2) | |||
| Series B-1 Preferred Stock | (1) | 07/28/2015 | C | 50,000 | (1) | (1) | Common Stock | 20,833 | (1) | 20,000 | I | See footnote (3) | |||
| Series B-1 Preferred Stock | (1) | 07/28/2015 | C | 20,000 | (1) | (1) | Common Stock | 8,333 | (1) | 0 | I | See footnote (4) | |||
| Series C Preferred Stock | (1) | 07/28/2015 | C | 136,500 | (1) | (1) | Common Stock | 56,874 | (1) | 239,000 | I | See footnote (2) | |||
| Series C Preferred Stock | (1) | 07/28/2015 | C | 195,000 | (1) | (1) | Common Stock | 81,942 | (1) | 44,000 | I | See footnote (3) | |||
| Series C Preferred Stock | (1) | 07/28/2015 | C | 44,000 | (1) | (1) | Common Stock | 18,332 | (1) | 0 | I | See footnote (4) | |||
| Preferred Stock Warrant (Right to Buy) | (6) | 07/28/2015 | X | 35,500 | (6) | 02/19/2020 | Series C Preferred Stock | 7,100 | (6) | 20,000 | I | See footnote (3) | |||
| Preferred Stock Warrant (Right to Buy) | (6) | 07/28/2015 | X | 20,000 | (6) | 02/19/2020 | Series C Preferred Stock | 4,000 | (6) | 0 | I | See footnote (4) | |||
| Series C Preferred Stock | (1) | 07/28/2015 | C | 7,100 | (1) | (1) | Common Stock | 2,958 | (1) | 2,958 | I | See footnote (3) | |||
| Series C Preferred Stock | (1) | 07/28/2015 | C | 4,000 | (1) | (1) | Common Stock | 1,666 | (1) | 0 | I | See footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Iannelli Ralph C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
| Essex Capital Corp C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
| /s/ Benjamin Piper, attorney-in-fact | 07/28/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 and Series C preferred stock had no expiration date. |
| (2) | The security listed in column 1 is held directly by Essex Capital Corporation ("Essex"), of which Ralph Iannelli is the sole stockholder. |
| (3) | The security listed in column 1 is held directly by KF Investment Partners, LP ("KF"). Essex is the 50% limited partner of KF, and Ralph Iannelli is the General Partner of KF and may be deemed to have voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. |
| (4) | The security listed in column 1 is held directly in the name of SIU Capital LLC ("SIU"). Essex is the 50% limited partner of SIU, and Ralph Iannelli is the Managing Member of SIU, and may be deemed to have voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. |
| (5) | Based upon and including the number of shares of common stock listed in column 4 issued upon the automatic conversion of the underlying shares of Series C preferred stock in accordance with Footnote (1) above, such shares of Series C preferred stock issued in accordance with the Cashless Exercise Provision set forth in Footnote (6) below. |
| (6) | 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. |