Edgar Filing: Neos Therapeutics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Flynn James E

2. Issuer Name and Ticker or Trading Symbol
Neos Therapeutics, Inc. [NEOS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Possible Member of 10% Group

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2015

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	07/28/2015		C		208,333	A	⁽¹⁾	208,333 ⁽⁵⁾	I	Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		C		208,333	A	⁽¹⁾	208,333 ⁽⁵⁾	I	Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		X⁽⁴⁾		104,166	A	$ 12	312,499 ⁽⁵⁾	I	Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		X⁽⁴⁾		104,166	A	$ 12	312,499 ⁽⁵⁾	I	Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		S⁽⁴⁾		83,333	D	$ 15	229,166 ⁽⁵⁾	I	Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		S⁽⁴⁾		83,333	D	$ 15	229,166 ⁽⁵⁾	I	Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		P		200,000	A	$ 15	429,166 ⁽⁵⁾	I	Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/28/2015		P		200,000	A	$ 15	429,166 ⁽⁵⁾	I	Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽¹⁾

07/28/2015

500,000

⁽¹⁾

Common Stock

208,333

$ 0 ⁽¹⁾

Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

07/28/2015

500,000

⁽¹⁾

Common Stock

208,333

$ 0 ⁽¹⁾

Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾

Warrants to Purchase

⁽⁴⁾

07/28/2015

104,166

⁽⁴⁾

Common Stock

104,166

$ 0 ⁽⁴⁾

Through Deerfield Private Design Fund III, L.P. ⁽²⁾ ⁽³⁾

Warrants to Purchase

⁽⁴⁾

07/28/2015

104,166

⁽⁴⁾

Common Stock

104,166

$ 0 ⁽⁴⁾

Through Deerfield Special Situations Fund, L.P. ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group
Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group
DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group
Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group
Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group
Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017		X		Possible Member of 10% Group

Signatures

/s/ Jonathan Isler		07/28/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Shares of Series C Preferred Stock have no expiration date. Each 2.4 shares of Series C Preferred Stock automatically converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.
(2)	This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III") and Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
(3)	In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(4)	The Warrants had a $12.00 exercise price and were automatically exercised for shares of Common Stock on a net-issuance basis upon consummation of the Issuer's initial public offering of Common Stock.
(5)	All transactions reported herein occurred simultaneously with the closing of the Issuer's initial public offering.
Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.

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