SEC Filing | Nektar Therapeutics

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SEC FORM 3 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^*

Zalevsky Jonathan

(Last)

(First)

(Middle)

C/O NEKTAR THERAPEUTICS

455 MISSION BAY BOULEVARD SOUTH

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2019

3. Issuer Name and Ticker or Trading Symbol
NEKTAR THERAPEUTICS [ NKTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief R&D Officer

5. 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 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	220,657⁽¹⁾	D

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)
Stock Option	10/01/2019	07/30/2023	Common Stock	21,875	12.61	D
Stock Option	⁽²⁾	12/14/2023	Common Stock	29,688	15.55	D
Stock Option	⁽³⁾	05/30/2024	Common Stock	37,500	15.44	D
Stock Option	⁽⁴⁾	11/14/2024	Common Stock	46,875	13.93	D
Stock Option	⁽⁵⁾	12/12/2024	Common Stock	15,500	12.24	D
Stock Option	⁽⁶⁾	03/15/2025	Common Stock	21,250	15.71	D
Stock Option	⁽⁷⁾	04/17/2025	Common Stock	36,459	18.59	D
Stock Option	⁽⁸⁾	06/14/2025	Common Stock	77,084	18.09	D
Stock Option	⁽⁹⁾	11/14/2025	Common Stock	87,500	43.07	D
Stock Option	⁽¹⁰⁾	12/14/2025	Common Stock	37,625	56.9	D
Stock Option	⁽¹¹⁾	12/13/2026	Common Stock	48,400	36.51	D

Explanation of Responses:

1. Represents 220,657 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive, upon vesting of the unit, one share of the issuer's common stock.

2. As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 4,688 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until December 15, 2019 based on continued service.

3. As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 12,500 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 31st day of each calendar month (or if there is no corresponding day in any such month, on the last day of such month) until May 31, 2020 based on continued service.

4. As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 21,875 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until November 15, 2020 based on continued service.

5. As of October 1, 2019, 8,000 shares subject to this stock option are vested and exercisable. The remaining 7,500 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 13th day of each calendar month until December 13, 2020 based on continued service.

6. As of October 1, 2019, 10,000 shares subject to this stock option are vested and exercisable. The remaining 11,250 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 16th day of each calendar month until March 16, 2021 based on continued service.

7. As of October 1, 2019, 16,667 shares subject to this stock option are vested and exercisable. The remaining 19,792 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 18th day of each calendar month until April 18, 2021 based on continued service.

8. As of October 1, 2019, 33,334 shares subject to this stock option are vested and exercisable. The remaining 43,750 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until June 15, 2021 based on continued service.

9. As of October 1, 2019, 33,333 shares subject to this stock option are vested and exercisable. The remaining 54,167 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until November 15, 2021 based on continued service.

10. As of October 1, 2019, 14,000 shares subject to this stock option are vested and exercisable. The remaining 23,625 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until December 15, 2021 based on continued service.

11. As of October 1, 2019, 9,075 shares subject to this stock option are vested and exercisable. The remaining 39,325 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 14th day of each calendar month until December 14, 2022 based on continued service.

Remarks:

Exhibit 24.1 - Power of Attorney

	Mark A. Wilson, Attorney-in-Fact	10/01/2019
	** 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.

Exhibit 24.1

                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby authorizes each of
Gil M. Labrucherie, Senior Vice President and Chief Financial Officer of Nektar
Therapeutics (the "Company"), Mark A. Wilson, Senior Vice President and General
Counsel of the Company, and Marie Antoinette Chavez, Associate General Counsel
of the Company to execute for and on behalf of the undersigned, in the
undersigned's capacity as an executive officer of the Company, Forms 3, 4 and 5,
and any amendments thereto, and cause such form(s) to be filed with the United
States Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Act of 1934, relating to the undersigned's beneficial ownership of
securities in the Company.  The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of September, 2019.

                            By: /s/ Jonathan Zalevsky
                                --------------------------------
                            Print Name: Jonathan Zalevsky
                                        ------------------------