SEC Form 4 · accession 0001104659-15-053971
Neos Therapeutics, Inc. · NEOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Andrew G Bluhm
10% Owner
DSC Advisors, L.P.
10% Owner
DELAWARE STREET CAPITAL L P
10% Owner
DSC Advisors, L.L.C.
10% Owner
DSC Managers, L.L.C.
10% Owner
Period of report
Jul 28, 2015
Accepted (ET)
Jul 28, 2015 · 8:30 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 StockF1,F2,F3 | Jul 28, 2015 | C | 63,753 | — | A | 63,753 | I | See Footnotes |
| Common StockF1,F2,F3 | Jul 28, 2015 | C | 205,825 | — | A | 269,578 | I | See Footnotes |
| Common StockF1,F2,F3 | Jul 28, 2015 | C | 623,550 | — | A | 893,128 | I | See Footnotes |
| Common StockF1,F2,F3 | Jul 28, 2015 | C | 14,230 | — | A | 907,358 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F2,F3 | — | Jul 28, 2015 | C | 153,009 | D | — | — | Common Stock | 63,753 | 0 | I |
| Series B-1 Preferred StockF1,F2,F3 | — | Jul 28, 2015 | C | 493,982 | D | — | — | Common Stock | 205,825 | 0 | I |
| Series C Preferred StockF1,F2,F3 | — | Jul 28, 2015 | C | 1,496,521 | D | — | — | Common Stock | 623,550 | 0 | I |
| Preferred Stock Warrant (Right to Buy)F4,F2,F3 | — | Jul 28, 2015 | X | 170,766 | D | — | — | Series C Preferred Stock | 34,153 | 0 | I |
| Series C Preferred StockF1,F2,F3 | — | Jul 28, 2015 | C | 34,153 | D | — | — | Common Stock | 14,230 | 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, Series B-1 preferred stock and Series C preferred stock had no expiration date.
- F2Delaware 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.
- F3Pursuant 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.
- F4The 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..