X0206 3 2015-04-15 0 0001434647 KEMPHARM, INC KMPH 0001512131 Saluri Joseph C/O KEMPHARM, INC. 2656 CROSSPARK ROAD, SUITE 100 CORALVILLE IA 52241 1 0 0 0 Stock Option (right to buy) 5.85 2021-01-01 Common Stock 7333 D Series B Convertible Preferred Stock Common Stock 16130 D Series C Convertible Preferred Stock Common Stock 18044 D Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). 2,666 shares subject to the option are vested, an additional 667 shares subject to the option shall vest upon the closing of an underwritten initial public offering of the Issuer's common stock with gross sale proceeds of at least $5,000,000.00, and the remaining shares subject to the option vest in equal annual installments of 2,000 shares on each of December 31, 2015 and December 31, 2016, provided, if the Reporting Person is terminated without cause (as defined in the stock option agreement), then the vesting of the options will be accelerated with respect to 100% of the shares. 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 2,150 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 2,405 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. /s/ Joseph B. Saluri 2015-04-15