Statement of Changes in Beneficial Ownership (4)
September 15 2017 - 01:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Delaware Street Capital Master Fund, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
KEMPHARM, INC
[
KMPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
900 NORTH MICHIGAN, SUITE 1600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/13/2017
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(Street)
CHICAGO, IL 60611
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001
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9/13/2017
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P
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186831
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A
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$3.252
(3)
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1652574
(1)
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D
(2)
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Common Stock, par value $0.0001
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9/13/2017
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P
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200
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A
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$3.25
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1652774
(1)
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D
(2)
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Common Stock, par value $0.0001
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9/14/2017
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P
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138857
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A
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$3.3027
(4)
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1791631
(1)
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The filing of this Form 4 shall not be construed as an admission that DSC Advisors, L.P. ("DSCA), the investment manager of Delaware Street Master Fund, L.P. (the "Fund"), DSC Managers, L.L.C. ("DSCM"), the general partner of the Fund, DSC Advisors, L.L.C. ("DSCA LLC"), the general partner of DSCA, or Andrew G. Bluhm, the principal of DSCA LLC, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.0001 (the "Common Stock"), of KemPharm, Inc. (the "Issuer") purchased by the Fund. Pursuant to Rule 16a-1, each of DSCA, DSCM, DSCA LLC and Mr. Bluhm disclaim such beneficial ownership.
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(2)
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The Fund holds the shares of Common Stock directly. DSCA serves as the investment manager to the Fund. DSCA LLC serves as the general partner of DSCA. DSCM receives a portion of the profits in the form of a capital allocation from, and owns a partnership interest in, the Fund. Andrew G. Bluhm reports the Common Stock held directly by the Fund because, as the principal of DSCA LLC at the time of purchase, he controlled the disposition and voting of the securities.
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(3)
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The purchase price represents a weighted average of the purchase price for multiple transactions on the same trading day. The range of purchase prices was $3.15 to $3.30. The Reporting Persons will provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
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(4)
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The purchase price represents a weighted average of the purchase price for multiple transactions on the same trading day. The range of purchase prices was $3.25 to $3.35. The Reporting Persons will provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Delaware Street Capital Master Fund, L.P.
900 NORTH MICHIGAN
SUITE 1600
CHICAGO, IL 60611
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X
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DSC Advisors, L.P.
900 NORTH MICHIGAN
SUITE 1600
CHICAGO, IL 60611
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X
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DSC Managers, L.L.C.
900 NORTH MICHIGAN
SUITE 1600
CHICAGO, IL 60611
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X
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DSC Advisors, L.L.C.
900 NORTH MICHIGAN
SUITE 1600
CHICAGO, IL 60611
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X
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BLUHM ANDREW G
900 NORTH MICHIGAN
SUITE 1600
CHICAGO, IL 60611
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X
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Signatures
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/s/ Andrew G. Bluhm, managing member of DSC Managers, L.L.C., general partner of Delaware Street Capital Master Fund, L.P.
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9/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Andrew G. Bluhm, managing member of DSC Advisors, L.L.C., general partner of DSC Advisors, L.P.
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9/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Andrew G. Bluhm, managing member of DSC Managers, L.L.C.
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9/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Andrew G. Bluhm, managing member of DSC Advisors, L.L.C.
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9/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Andrew G. Bluhm
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9/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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