| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nile Therapeutics, Inc. [ NLTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/19/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 13,152 | D | ||||||||
| Common Stock | 10,200 | I | By Spouse | |||||||
| Common Stock | 200 | I | By Daughter | |||||||
| Common Stock | 200 | I | By Son | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Option (Right to Buy) | $2.71 | 01/19/2010 | A | 50,000 | (1) | 09/17/2017 | Common Stock | 169,797 | $0 | 169,797 | D | ||||
| Stock Option (Right to Buy) | $2.71 | (2) | 01/19/2012 | Common Stock | 239,899 | 239,899 | D | ||||||||
| Stock Option (Right to Buy) | $0.88 | 01/16/2009 | 01/15/2019 | Common Stock | 49,020 | 49,020 | D | ||||||||
| Stock Option (Right to Buy) | $0.89 | 06/24/2009 | 06/24/2019 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Warrant (Right to Buy) | $1.25 | 07/07/2009 | 07/07/2014 | Common Stock | 988 | 988 | D | ||||||||
| Warrant (Right to Buy) | $1.71 | 07/07/2009 | 07/07/2014 | Common Stock | 988 | 988 | D | ||||||||
| Warrant (Right to Buy) | $2.28 | 07/07/2009 | 07/07/2014 | Common Stock | 1,976 | 1,976 | D | ||||||||
| Explanation of Responses: |
| 1. On September 17, 2007, the Reporting Person was granted an option to purchase up to 288,458 shares of common stock of the Issuer. Up to 33.33% of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of certain performance milestones for each year (or a pro rata portion thereof for a period of less than a full year) following the date of grant as determined by the Board of Directors of the Issuer (the "Performance Options"). On January 19, 2010, the Issuer's Board of Directors determined that the Performance Options for the period ending December 31, 2009, would vest in the amount of 50,000 shares. |
| 2. The option vests in three equal installments on January 18, 2008, January 18, 2009, and January 18, 2010. |
| Remarks: |
| A Form 4 filed on 7/9/2009 contained a mathematical error for the reporting person's direct beneficial ownership and a scribner's error for reporting person's indirect beneficial ownership by spouse. Holdings reflected herein have been corrected. |
| /s/ Daron Evans | 01/21/2010 | |
| ** 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 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). | ||
| 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. | ||