SEC Form 4
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*
Belldegrun Arie
(Last) (First) (Middle)
C/O NILE THERAPEUTICS, INC.
4 WEST 4TH AVENUE, SUITE 400
(Street)
SAN MATEO CA 94402
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nile Therapeutics, Inc. [ NLTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 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 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 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 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) $1.46 (6) 09/24/2019 Common Stock 130,000 130,000 D
Stock Option (Right to Buy) $0.37 07/26/2011 07/26/2020 Common Stock 80,000 80,000 D
Stock Option (Right to Buy) $0.73 05/10/2011 A 80,000 05/10/2012 05/10/2021 Common Stock 80,000 $0 80,000 D
Warrant (Right to Buy) $2.71 09/11/2007 09/11/2012 Common Stock 4,210 4,210 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust(1)
Warrant (Right to Buy) $1.25 07/07/2009 07/07/2014 Common Stock 16,200 16,200 I Belldegrun Family Trust(2)
Warrant (Right to Buy) $1.71 07/07/2009 07/07/2014 Common Stock 16,200 16,200 I Belldegrun Family Trust(2)
Warrant (Right to Buy) $2.28 07/07/2009 07/07/2014 Common Stock 32,400 32,400 I Belldegrun Family Trust(2)
Warrant (Right to Buy) $1.25 07/07/2009 07/07/2014 Common Stock 60,800 60,800 I Arie S. Belldegrun M.D. Inc. Profit Sharing Plan(3)
Warrant (Right to Buy) $1.71 07/07/2009 07/07/2014 Common Stock 60,800 60,800 I Arie S. Belldegrun M.D. Inc. Profit Sharing Plan(3)
Warrant (Right to Buy) $2.28 07/07/2009 07/07/2014 Common Stock 121,600 121,600 I Arie S. Belldegrun M.D. Inc. Profit Sharing Plan(3)
Warrant (Right to Buy) $1.25 07/07/2009 07/07/2014 Common Stock 73,000 73,000 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust(4)
Warrant (Right to Buy) $1.71 07/07/2009 07/07/2014 Common Stock 73,000 73,000 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust(4)
Warrant (Right to Buy) $2.28 07/07/2009 07/07/2014 Common Stock 146,000 146,000 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.
6. The shares subject to the option vest in three equal installments on September 24, 2011, September 24, 2012, and September 24, 2013.
Remarks:
/s/ Daron Evans as Attorney-in-Fact for Arie S. Belldegrun pursuant to Power of Attorney previously filed. 05/12/2011
** 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.