Richard W. Pascoe - Nov 10, 2021 Form 4 Insider Report for KEMPHARM, INC (ZVRA)

Role: Executive Chairman, Director
Signature: /s/ Timothy J. Sangiovanni, Attorney-in-Fact for Richard W. Pascoe
Stock symbol: ZVRA
Transactions as of: Nov 10, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/10/2021, 08:26 PM
Previous filing: Jun 21, 2021
Next filing: Nov 30, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZVRA	Stock Option (right to buy)	Award	$0	+100K		$0.00	100K	Nov 10, 2021	Common Stock	100K	$9.10	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2014 Equity Incentive Plan (the "Plan").
F2	50% of the shares will vest in four equal annual installments beginning on November 10, 2022, subject to Reporting Person's continued service as of each such vesting date; the remaining 50% of the shares will vest upon the closing of the earlier of (x) a "Change in Control" (as defined in the Plan) of the Company or (y) a transformative business development transaction, as determined in the discretion of the Board of Directors (together, the "Transactions"); provided that the definitive agreement for either of the Transactions is executed on or prior to November 10, 2022 and the Reporting Person is, immediately prior to the time of the closing of either of the Transactions, still serving as Executive Chairman or as another executive officer. All unvested outstanding time-based options granted to the Reporting Person, shall accelerate so as to be fully vested and immediately exercisable immediately prior to any Change in Control of the Company.

Content

Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2014 Equity Incentive Plan (the "Plan").

50% of the shares will vest in four equal annual installments beginning on November 10, 2022, subject to Reporting Person's continued service as of each such vesting date; the remaining 50% of the shares will vest upon the closing of the earlier of (x) a "Change in Control" (as defined in the Plan) of the Company or (y) a transformative business development transaction, as determined in the discretion of the Board of Directors (together, the "Transactions"); provided that the definitive agreement for either of the Transactions is executed on or prior to November 10, 2022 and the Reporting Person is, immediately prior to the time of the closing of either of the Transactions, still serving as Executive Chairman or as another executive officer. All unvested outstanding time-based options granted to the Reporting Person, shall accelerate so as to be fully vested and immediately exercisable immediately prior to any Change in Control of the Company.