X0206 3 2015-04-15 0 0001434647 KEMPHARM, INC KMPH 0001638368 Guenther Sven C/O KEMPHARM, INC. 2656 CROSSPARK ROAD, SUITE 100 CORALVILLE IA 52241 0 1 0 0 Exec VP R&D Common Stock 20000 D Stock Option (right to buy) 4.65 2019-07-01 Common Stock 20000 D Stock Option (right to buy) 5.85 2024-07-09 Common Stock 20000 D Series A Convertible Preferred Stock Common Stock 26355 D Series B Convertible Preferred Stock Common Stock 16129 D Series C Convertible Preferred Stock Common Stock 136410 D Grant to the Reporting Person of a stock option under the Issuer's Incentive Stock Plan (the "Plan"). The shares subject to the option are fully vested. Grant to the Reporting Person of a stock option under the Plan. The shares subject to the option vest in four equal annual installments on each of July 9, 2015, July 9, 2016, July 9, 2017 and July 9, 2018, provided 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 3,514 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 2,150 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. The shares will automatically convert into 18,188 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. /s/ Sven Guenther 2015-04-15