13G Filing: James E. Flynn and Neos Therapeutics Inc (NEOS)

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Mgmt, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,907,052 (1)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,907,052 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,907,052 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.72%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Management Company,
L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,633,845 (2)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,633,845 (2)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,633,845 (2)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.08%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Mgmt III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

726,793 (3)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

726,793 (3)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

726,793 (3)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.53%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Special
Situations Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,691,146 (4)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,691,146 (4)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,691,146 (4)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.96%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

127,384

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

127,384

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

127,384

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.45%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield International Master Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

88,522

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

88,522

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

88,522

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.32%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Private Design Fund III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

726,793 (5)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

726,793 (5)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

726,793 (5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.53%

TYPE OF REPORTING PERSON*

PN

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

James E. Flynn

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,633,845 (6)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,633,845 (6)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,633,845 (6)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.08%

TYPE OF REPORTING PERSON*

IN

Neos Therapeutics, Inc.

2940
N. Highway 360

Grand Prairie, TX 75050

Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield
Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners,
L.P. – Delaware limited partnerships;

Deerfield International Master Fund, L.P. –
British Virgin Islands limited partnership;

James E. Flynn – United States citizen

Common Stock

If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Broker or dealer registered under Section 15 of the
Exchange Act.

Insurance company as defined in Section 3(a)(19) of
the Exchange Act.

Investment company registered under Section 8 of the
Investment Company Act.

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

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

(h)

A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;

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

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Deerfield Mgmt, L.P. – 1,907,052 shares

Deerfield Mgmt III, L.P. – 726,793 shares

Deerfield Management Company, L.P. – 2,633,845 shares

Deerfield Special Situations Fund, L.P. – 1,691,146
shares

Deerfield Partners, L.P. – 127,384 shares

Deerfield International Master Fund, L.P. –
88,522 shares

Deerfield Private Design Fund III, L.P. – 726,793
shares

James E. Flynn – 2,633,845 shares

Deerfield Mgmt, L.P. – 6.72%

Deerfield Mgmt III, L.P. – 2.53%

Deerfield Management Company, L.P. – 9.08%

Deerfield Special Situations Fund, L.P. – 5.96%

Deerfield Partners, L.P. – 0.45%

Deerfield International Master Fund, L.P. –
0.32%

Deerfield Private Design Fund III, L.P. – 2.53%

James E. Flynn – 9.08%

Deerfield Mgmt, L.P. – 1,907,052

Deerfield Mgmt III, L.P. – 726,793

Deerfield Management Company, L.P. – 2,633,845

Deerfield Special Situations Fund, L.P. – 1,691,146

Deerfield Partners, L.P. – 127,384

Deerfield International Master Fund, L.P. – 88,522

Deerfield Private Design Fund III, L.P. – 726,793

James E. Flynn – 2,633,845

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition
of:

Deerfield Mgmt, L.P. – 1,907,052

Deerfield Mgmt III, L.P. – 726,793

Deerfield Management Company, L.P. – 2,633,845

Deerfield Special Situations Fund, L.P. – 1,691,146

Deerfield Partners, L.P. – 127,384

Deerfield International Master Fund, L.P. – 88,522

Deerfield Private Design Fund III, L.P. – 726,793

James E. Flynn – 2,633,845

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 five percent of the class of securities
check the following ☐.

If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

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

If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

If a group has filed this schedule pursuant
to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will
be filed, if required, by members of the group, in their individual capacity. See Item 5.

“By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.”