SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Belldegrun Arie

(Last)

(First)

(Middle)

C/O NILE THERAPEUTICS, INC.

4 WEST 4TH AVENUE, SUITE 400

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2009

3. Issuer Name and Ticker or Trading Symbol
Nile Therapeutics, Inc. [ NLTX ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/28/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	76,935	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust⁽¹⁾
Common Stock	64,800	I	Belldegrun Family Trust⁽²⁾
Common Stock	243,200	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽³⁾
Common Stock	292,000	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
Common Stock	34,485	I	Bellco Capital, LLC⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (Right to Buy)	09/11/2007	09/11/2012	Common Stock	4,210	2.71	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust⁽¹⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	16,200	1.25	I	Belldegrun Family Trust⁽²⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	16,200	1.71	I	Belldegrun Family Trust⁽²⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	32,400	2.28	I	Belldegrun Family Trust⁽²⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	60,800	1.25	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽³⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	60,800	1.71	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽³⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	121,600	2.28	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽³⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	73,000	1.25	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	73,000	1.71	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
Warrant (Right to Buy)	07/07/2009	07/07/2014	Common Stock	146,000	2.28	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾

Explanation of Responses:

1. Although the Reporting Person is not a trustee of the BTL Trust, the Reporting Person is a beneficiary of the BTL Trust, and as such may be deemed to be the beneficial owner of the shares and the warrants owned by the BTL Trust. The Reporting Person disclaims beneficial ownership of the shares and warrants except to the extent of his pecuniary interest therein.

2. The Reporting Person is the Trustee of the family trust that owns the shares and the warrants. The Reporting Person disclaims beneficial ownership of these shares and warrants except to the extent of his pecuniary interest therein.

3. The Reporting Person is the Trustee of the profit sharing plan that owns the shares and the warrants.

4. Although the Reporting Person is not a trustee of the Tampere Trust, the Reporting Person is a beneficiary of the Tampere Trust, and as such may be deemed to be the beneficial owner of the shares and the warrants owned by the Tampere Trust. The Reporting Person disclaims beneficial ownership of the shares and warrants except to the extent of his pecuniary interest therein.

5. The Reporting Person is the co-owner of the limited liability company that owns the shares.

Remarks:

	/s/ Daron Evans as Attorney-in-Fact for Arie S. Belldegrun pursuant to Power of Attorney previously filed.	10/29/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.