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^*

BLUHM ANDREW G

(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		63,753	A	⁽¹⁾	63,753	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	07/28/2015		C		205,825	A	⁽¹⁾	269,578	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	07/28/2015		C		623,550	A	⁽¹⁾	893,128	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	07/28/2015		C		14,230	A	⁽¹⁾	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 (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 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⁾

1. Name and Address of Reporting Person^*

BLUHM ANDREW G

(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^*

Delaware Street Capital Master Fund, L.P.

(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^*

DSC Advisors, L.L.C.

(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^*

DSC Advisors, L.P.

(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^*

DSC Managers, L.L.C.

(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^*

DELAWARE STREET CAPITAL L P

(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, 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..

	/s/ Andrew Bluhm	07/28/2015
	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
	DSC Advisors, L.L.C., by: /s/ Andrew Bluhm, managing member	07/28/2015
	DSC Managers, L.L.C., by: /s/ Andrew Bluhm, managing member	07/28/2015
	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
	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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