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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLUHM ANDREW G C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
Delaware Street Capital Master Fund, L.P. C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
DSC Advisors, L.L.C. C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
DSC Advisors, L.P. C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
DSC Managers, L.L.C. C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X | |||
DELAWARE STREET CAPITAL L P C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE, TX 75050 |
X |
/s/ Andrew Bluhm | 07/28/2015 | |
**Signature of Reporting Person | Date | |
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 | |
**Signature of Reporting Person | Date | |
DSC Advisors, L.L.C., by: /s/ Andrew Bluhm, managing member | 07/28/2015 | |
**Signature of Reporting Person | Date | |
DSC Managers, L.L.C., by: /s/ Andrew Bluhm, managing member | 07/28/2015 | |
**Signature of Reporting Person | Date | |
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 | |
**Signature of Reporting Person | Date | |
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 |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(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.. |