SEC Form 4 · accession 0001104659-15-053969

Neos Therapeutics, Inc. · NEOS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Ralph Iannelli

10% Owner

Essex Capital Corp

10% Owner

Period of report

Jul 28, 2015

Accepted (ET)

Jul 28, 2015 · 8:28 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001467652

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 28, 2015	C	386,415	—	A	393,704	I	See footnote
Common Stock^F1,F2	Jul 28, 2015	C	31,437	—	A	425,141	I	See footnote
Common Stock^F1,F3	Jul 28, 2015	C	83,333	—	A	508,474	I	See footnote
Common Stock^F1,F2	Jul 28, 2015	C	237,500	—	A	745,974	I	See footnote
Common Stock^F1,F3	Jul 28, 2015	C	20,833	—	A	766,807	I	See footnote
Common Stock^F1,F4	Jul 28, 2015	C	8,333	—	A	775,140	I	See footnote
Common Stock^F1,F2	Jul 28, 2015	C	56,874	—	A	832,014	I	See footnote
Common Stock^F1,F3	Jul 28, 2015	C	81,249	—	A	913,263	I	See footnote
Common Stock^F1,F4	Jul 28, 2015	C	18,332	—	A	931,595	I	See footnote
Common Stock^F5,F3	Jul 28, 2015	C	2,958	—	A	934,553	I	See footnote
Common Stock^F5,F4	Jul 28, 2015	C	1,666	—	A	936,219	I	See footnote
Common Stock^F2	Jul 28, 2015	P	30,000	$15.00	A	966,219	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F1,F2	—	Jul 28, 2015	C	927,397	D	—	—	Common Stock	386,415	0	I
Series B Preferred Stock^F1,F2	—	Jul 28, 2015	C	75,450	D	—	—	Common Stock	31,437	200,000	I
Series B Preferred Stock^F1,F3	—	Jul 28, 2015	C	200,000	D	—	—	Common Stock	83,333	0	I
Series B-1 Preferred Stock^F1,F2	—	Jul 28, 2015	C	570,000	D	—	—	Common Stock	237,500	70,000	I
Series B-1 Preferred Stock^F1,F3	—	Jul 28, 2015	C	50,000	D	—	—	Common Stock	20,833	20,000	I
Series B-1 Preferred Stock^F1,F4	—	Jul 28, 2015	C	20,000	D	—	—	Common Stock	8,333	0	I
Series C Preferred Stock^F1,F2	—	Jul 28, 2015	C	136,500	D	—	—	Common Stock	56,874	239,000	I
Series C Preferred Stock^F1,F3	—	Jul 28, 2015	C	195,000	D	—	—	Common Stock	81,942	44,000	I
Series C Preferred Stock^F1,F4	—	Jul 28, 2015	C	44,000	D	—	—	Common Stock	18,332	0	I
Preferred Stock Warrant (Right to Buy)^F6,F3	—	Jul 28, 2015	X	35,500	D	—	Feb 19, 2020	Series C Preferred Stock	7,100	20,000	I
Preferred Stock Warrant (Right to Buy)^F6,F4	—	Jul 28, 2015	X	20,000	D	—	Feb 19, 2020	Series C Preferred Stock	4,000	0	I
Series C Preferred Stock^F1,F3	—	Jul 28, 2015	C	7,100	D	—	—	Common Stock	2,958	2,958	I
Series C Preferred Stock^F1,F4	—	Jul 28, 2015	C	4,000	D	—	—	Common Stock	1,666	0	I

Explanation of responses

F1Each 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 and Series C preferred stock had no expiration date.
F2The security listed in column 1 is held directly by Essex Capital Corporation ("Essex"), of which Ralph Iannelli is the sole stockholder.
F3The security listed in column 1 is held directly by KF Investment Partners, LP ("KF"). Essex is the 50% limited partner of KF, and Ralph Iannelli is the General Partner of KF and may be deemed to have voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
F4The security listed in column 1 is held directly in the name of SIU Capital LLC ("SIU"). Essex is the 50% limited partner of SIU, and Ralph Iannelli is the Managing Member of SIU, and may be deemed to have voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
F5Based upon and including the number of shares of common stock listed in column 4 issued upon the automatic conversion of the underlying shares of Series C preferred stock in accordance with Footnote (1) above, such shares of Series C preferred stock issued in accordance with the Cashless Exercise Provision set forth in Footnote (6) below.
F6The 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.