UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

NEOS THERAPEUTICS, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

64052L106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

 

1.

Names of Reporting Persons
RODNEY F. DAMMEYER

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,001,568 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,001,568 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,568

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row 9
6.2% (3)

 

 

12.

Type of Reporting Person
IN

 

(1)                                 Consists of 647,712 shares held by C.A.C. LLC, of which Rodney Dammeyer is the sole member, and 353,856 shares held by DRD Family Partnership, L.P., of which Rodney Dammeyer is a General Partner. As such, Rodney Dammeyer may be deemed to have sole voting power over the shares held by C.A.C. LLC and DRD Family Partnership, L.P.

 

(2)                                 Consists of: 647,712 shares held by C.A.C. LLC, of which Rodney Dammeyer is the sole member, and 353,856 shares held by DRD Family Partnership, L.P., of which Rodney Dammeyer is a General Partner. As such, Rodney Dammeyer may be deemed to have sole dispositive power over the shares held by C.A.C. LLC and DRD Family Partnership, L.P.

 

(3)                                 The percent of class was calculated based on 16,070,705 shares of common stock issued and outstanding as of  September 30, 2016, as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

 

2


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

 

1.

Names of Reporting Persons
C.A.C. LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
ILLINOIS

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
647,712 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
647,712 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
647,712

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row 9
4.0% (3)

 

 

12.

Type of Reporting Person
OO

 

(1)                                 All of such shares are directly held by C.A.C. LLC, of which Rodney Dammeyer is the sole member and as such may be deemed to have sole voting power over any shares held directly by C.A.C. LLC.

 

(2)                                 All of such shares are directly held by C.A.C. LLC, of which Rodney Dammeyer is the sole member and as such may be deemed to have sole dispositive power over any shares held directly by C.A.C. LLC.

 

(3)                                 The percent of class was calculated based on 16,070,705 shares of common stock issued and outstanding as of  September 30, 2016, as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

 

3


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

 

1.

Names of Reporting Persons
DRD FAMILY PARTNERSHIP, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
ILLINOIS

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
353,856 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
353,856 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
353,856

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row 9
2.2% (3)

 

 

12.

Type of Reporting Person
PN

 

(1)                                 All of such shares are directly held by DRD Family Partnership, L.P., of which Rodney Dammeyer is a General Partner. As such, he may be deemed to have sole voting power over any shares held directly by DRD Family Partnership, L.P.

 

(2)                                 All of such shares are directly held by DRD Family Partnership, L.P., of which Rodney Dammeyer is a General Partner. As such, he may be deemed to have sole dispositive power over any shares held directly by DRD Family Partnership, L.P.

 

(3)                                 The percent of class was calculated based on 16,070,705 shares of common stock issued and outstanding as of September 30, 2016, as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 14, 2016.

 

4


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

Item 1.

 

Issuer

 

(a)

Name of Issuer:
NEOS THERAPEUTICS, INC. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
2940 N. Highway 360

Grand Prairie, TX 75050

 

Item 2.

Filing Person

 

(a) – (c)

Name of Persons Filing; Address; Citizenship:
(i)            Rodney F. Dammeyer; 4350 La Jolla Village Drive, Suite 320, San Diego, CA 92122; United States

(ii)           C.A.C. LLC; 4350 La Jolla Village Drive, Suite 320, San Diego, CA 92122; Illinois

(iii)          DRD Family Partnership; 4350 La Jolla Village Drive, Suite 320, San Diego, CA 92122; Illinois

 

(d)

Title of Class of Securities:
Common stock, $0.001 par value per share, (the “Common Stock”)

 

(e)

CUSIP Number:
64052L106

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act;

 

(b)

o

Bank as defined in section 3(a)(6) of the Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

 

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                        

 

5


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

Rodney Dammeyer: 1,001,568

C.A.C. LLC: 647,712

DRD Family Partnership, L.P.: 353,856

 

(b)

Percent of class:   

Rodney Dammeyer: 6.2%

C.A.C. LLC: 4.0%

DRD Family Partnership, L.P.: 2.2%

 

(c)

Number of shares as to which the person has:

**See footnotes on cover page, which are incorporated by reference.**

 

 

a.

Sole power to vote or to direct the vote:   

Rodney Dammeyer: 1,001,568

C.A.C. LLC: 647,712

DRD Family Partnership, L.P.: 353,856

 

 

b.

Share power to vote or to direct the vote:    

Rodney Dammeyer: 0

C.A.C. LLC: 0

DRD Family Partnership, L.P.: 0

 

 

c.

Sole power to dispose or to direct the disposition of:   

Rodney Dammeyer: 1,001,568

C.A.C. LLC: 647,712

DRD Family Partnership, L.P.: 353,856

 

 

d.

Shared power to dispose or to direct the disposition of:   

Rodney Dammeyer: 0

C.A.C. LLC: 0

DRD Family Partnership, L.P.: 0

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

6


 

CUSIP No. 64052L106

SCHEDULE 13G

 

 

Item 10.

Certification.

 

Not applicable.

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 3, 2017

 

 

 

 

/s/ Rodney F. Dammeyer

 

Rodney F. Dammeyer

 

 

 

C.A.C. LLC

 

 

 

 

By:

/s/ Rodney F. Dammeyer

 

Rodney F. Dammeyer

 

Managing Member

 

 

 

 

 

DRD FAMILY PARTNERSHIP, L.P.

 

 

 

 

By:

/s/ Rodney F. Dammeyer

 

Rodney F. Dammeyer

 

General Partner

 

7