Nektar Therapeutics
NEKTAR THERAPEUTICS (Form: 4, Received: 02/06/2017 17:21:51)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nicholson John
2. Issuer Name and Ticker or Trading Symbol

NEKTAR THERAPEUTICS [ NKTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP & Chief Operating Officer
(Last)          (First)          (Middle)

C/O NEKTAR THERAPEUTICS, 455 MISSION BAY BOULEVARD SOUTH
3. Date of Earliest Transaction (MM/DD/YYYY)

2/2/2017
(Street)

SAN FRANCISCO, CA 94158
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/2/2017     M (1)    66495   (1) A $4.65   206821   D    
Common Stock   2/2/2017     S (1)    66495   (1) D $12.38   (2) 140326   D    
Common Stock   2/3/2017     M (1)    8505   (1) A $4.65   148831   D    
Common Stock   2/3/2017     S (1)    8505   (1) D $12.48   (3) 140326   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)   $4.65   2/2/2017     M   (1)       66495      (4) 2/22/2017   Common Stock   66495   $0.00   53505   D    
Employee Stock Option (right to buy)   $4.65   2/3/2017     M   (1)       8505      (4) 2/22/2017   Common Stock   8505   $0.00   45000   D    

Explanation of Responses:
( 1)  The Reporting Person exercised and sold a portion of the Shares of common stock subject to this stock option that expires on February 22, 2017, with the objective of using substantially all of the proceeds to cover the exercise price of the entire stock option and applicable withholding taxes.
( 2)  This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Person on February 2, 2017. The actual prices for these transactions range from $12.20 to $12.45, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
( 3)  This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Person on February 3, 2017. The actual prices for these transactions range from $12.45 to $12.51, inclusive.
( 4)  This stock option became fully vested on February 23, 2013 and will expire on February 22, 2017 if not exercised.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nicholson John
C/O NEKTAR THERAPEUTICS
455 MISSION BAY BOULEVARD SOUTH
SAN FRANCISCO, CA 94158


SVP & Chief Operating Officer

Signatures
Mark A. Wilson, Attorney-in-Fact 2/6/2017
** 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).
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