SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SCHULER JACK W

(Last)

(First)

(Middle)

C/O NEOS THERAPEUTICS, INC.

2940 N. HIGHWAY 360

(Street)

GRAND PRAIRIE

75050

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2015

3. Issuer Name and Ticker or Trading Symbol
Neos Therapeutics, Inc. [ NEOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	72,087	⁽¹⁾	D
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	189,159	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	783,332	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,665	⁽¹⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,665	⁽¹⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,665	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,665	⁽¹⁾	I	See Footnote⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,665	⁽¹⁾	I	See footnote⁽⁶⁾
Common Stock Warrant	⁽⁷⁾	10/31/2016	Common Stock	27,074	$0.024	D

Explanation of Responses:

1. The Series B preferred stock, Series B-1 preferred stock and Series C preferred stock are convertible into common stock on a 2.4-for-1 basis into the number of shares of common stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering. The Series B preferred stock, Series B-1 preferred stock and Series C preferred stock have no expiration date.

2. Security listed in column 1 is directly held by JS Grandchildren 2010 Continuation Trust. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Security listed in column 1 is directly held by Schuler Grandchildren LLC. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. Security listed in column 1 is directly held by Tanya Eve Schuler Trust. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. Security listed in column 1 is directly held by Therese Heidi Schuler Trust. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

6. Security listed in column 1 is directly held by Tino Hans Schuler Trust. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

7. The warrant is exercisable at any time at the holder's election for the number of shares of common stock shown in column 3.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Benjamin Piper, attorney-in-fact	07/22/2015
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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