X0206 3 2015-04-15 0 0001434647 KEMPHARM, INC KMPH 0001638365 Mickle Travis C C/O KEMPHARM, INC. 2656 CROSSPARK ROAD, SUITE 100 CORALVILLE IA 52241 1 1 1 0 President & CEO Common Stock 1538373 D Common Stock 271111 I By Spouse Common Stock 230812 I By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 Mickle Family Trust, co-trustee with spouse Common Stock 230812 I By Travis C Mickle & Christal M.M. Mickle TRS UA 4-30-09 TCM Family Trust, co-trustee with spouse Stock Option (right to buy) 5.85 2022-08-17 Common Stock 53333 D Stock Option (right to buy) 5.85 2024-07-30 Common Stock 26666 D Stock Option (right to buy) 5.85 2022-08-17 Common Stock 26666 I By Spouse Stock Option (right to buy) 5.85 2024-07-09 Common Stock 20000 I By Spouse Series A Convertible Preferred Stock Common Stock 527093 D Series B Convertible Preferred Stock Common Stock 6203 D Series C Convertible Preferred Stock Common Stock 51332 D Series C Convertible Preferred Stock Common Stock 44873 I Held by spouse Series D Convertible Preferred Stock Common Stock 137541 D Warrant to Purchase Series D Preferred Stock (right to buy) 0.78 Common Stock 32371 D Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). 40,000 of the shares subject to this option will vest upon a liquidation event for stockholders and the remaining 13,333 shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. Grant to the Reporting Person of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 30, 2015 through July 30, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. Grant to the Reporting Person's spouse of a stock option under the Plan. 13,333 of the shares subject to this option will vest upon the completion of an opioid induced constipation study for KP201 and the remaining shares subject to this option will vest upon the filing of a New Drug Application with the U.S. Food and Drug Administration. All shares underlying the option will vest in full and become immediately exercisable in the event the Reporting Person's spouse is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. Grant to the Reporting Person's spouse of a stock option under the Plan. The shares underlying this option will vest in four equal annual installments beginning on July 9, 2015 through July 9, 2018, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the final vesting date, provided further that at the relevant vesting dates such optionee's employment relationship has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. The shares will automatically convert into 70,279 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Restated Certificate of Incorporation). The shares do not have an expiration date. The shares will automatically convert into 827 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 6,844 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 5,983 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 18,338 shares of the Issuer's Common Stock at an exercise price of $5.85 per share immediately upon the closing of a Qualified Public Offering. Immediately exercisable. The warrant will automatically convert into a warrant to purchase 4,316 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The warrant expires as of 5:00 p.m. C.S.T. on the earliest of (i) June 2, 2019 and (ii) the effective date of the closing of a Company Sale Transaction (as such term is defined in the warrant). Held jointly with spouse /s/ James C.T. Linfield, Attorney-in-Fact 2015-04-15