SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Iannelli Ralph

(Last)

(First)

(Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HWY 360

(Street)

GRAND PRAIRIE

75050

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2015		C		386,415	A	⁽¹⁾	393,704	I	See footnote⁽²⁾
Common Stock	07/28/2015		C		31,437	A	⁽¹⁾	425,141	I	See footnote⁽²⁾
Common Stock	07/28/2015		C		83,333	A	⁽¹⁾	508,474	I	See footnote⁽³⁾
Common Stock	07/28/2015		C		237,500	A	⁽¹⁾	745,974	I	See footnote⁽²⁾
Common Stock	07/28/2015		C		20,833	A	⁽¹⁾	766,807	I	See footnote⁽³⁾
Common Stock	07/28/2015		C		8,333	A	⁽¹⁾	775,140	I	See footnote⁽⁴⁾
Common Stock	07/28/2015		C		56,874	A	⁽¹⁾	832,014	I	See footnote⁽²⁾
Common Stock	07/28/2015		C		81,249	A	⁽¹⁾	913,263	I	See footnote⁽³⁾
Common Stock	07/28/2015		C		18,332	A	⁽¹⁾	931,595	I	See footnote⁽⁴⁾
Common Stock	07/28/2015		C		2,958	A	⁽⁵⁾	934,553	I	See footnote⁽³⁾
Common Stock	07/28/2015		C		1,666	A	⁽⁵⁾	936,219	I	See footnote⁽⁴⁾
Common Stock	07/28/2015		P		30,000	A	$15	966,219	I	See footnote⁽²⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

Iannelli Ralph

(Last)

(First)

(Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HWY 360

(Street)

GRAND PRAIRIE

75050

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Essex Capital Corp

(Last)

(First)

(Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HWY 360

(Street)

GRAND PRAIRIE

75050

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 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.

	/s/ Benjamin Piper, attorney-in-fact	07/28/2015
	** Signature of Reporting Person	Date
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