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 *
Kearny Venture Assoicates II LLC
  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) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O NEOS THERAPEUTICS, INC., 2940 N. HWY 360
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2015
(Street)

GRANT PRAIRIE, TX 75050
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)
Code V Amount (A) or (D) Price
Common Stock 07/28/2015   C   180,217 A (1) 180,217 I See Footnote (2)
Common Stock 07/28/2015   C   472,897 A (1) 653,114 I See Footnote (2)
Common Stock 07/28/2015   C   561,938 A (1) 1,215,052 I See Footnote (2)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 07/28/2015   C     432,523   (1)   (1) Common Stock 180,217 (1) 0 I See Footnote (2)
Series B-1 Preferred Stock (1) 07/28/2015   C     1,134,954   (1)   (1) Common Stock 472,897 (1) 0 I See Footnote (2)
Series C Preferred Stock (1) 07/28/2015   C     1,348,655   (1)   (1) Common Stock 561,938 (1) 0 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kearny Venture Assoicates II LLC
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRANT PRAIRIE, TX 75050
    X    
BURRILL LIFE SCIENES CAPITAL FUND III L P
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRANT PRAIRIE, TX 75050
    X    
Castelein Caley
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRANT PRAIRIE, TX 75050
    X    
Dalal Anupam
C/O NEOS THERAPEUTICS, INC.
2940 N. HWY 360
GRANT PRAIRIE, TX 75050
    X    

Signatures

 Kearny Venture Associates II, LLC, by: /s/ Caley Castelein, Managing Member   07/28/2015
**Signature of Reporting Person Date

 Burrill Life Sciences Capital Fund III, L.P. by: its General Partner Kearny Venture Associates II, LLC, by: /s/ Caley Castelein, Managing Member   07/28/2015
**Signature of Reporting Person Date

 /s/ Caley Castelein   07/28/2015
**Signature of Reporting Person Date

 /s/ Anupam Dalal   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) Each 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 (prior to the Company's 2.4-for-1 reverse common stock split the preferred stock would have converted on a 1-for-1 basis pursuant to its terms). The shares of Series B preferred stock, Series B-1 preferred stock and Series C preferred stock had no expiration date.
(2) The security listed in column 1 is held directly by Burrill Life Sciences Capital Fund III, L.P. ("Burrill"). Kearny Venture Associates II, LLC ("KVA II"), is the General Partner of Burrill. Caley Castelein and Anupam Dalal are the managing members of KVA II and share both voting power and disposal power over the shares. Each Reporting Person disclaims beneficial ownership of the Securities, except to the extent of its pecuniary interest therein.

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