SEC FORM 4

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^*

BVP GP LLC

(Last)

(First)

(Middle)

103 CARNEGIE CENTER

SUITE 100

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [ PATH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2010		C		283,745	A	⁽¹⁾	283,745	D⁽²⁾⁽³⁾
Common Stock	08/11/2010		C		422,600	A	⁽⁴⁾	706,345	D⁽²⁾⁽³⁾
Common Stock	08/11/2010		C		51,651	A	⁽⁵⁾	757,996	D⁽³⁾⁽⁶⁾
Common Stock	08/11/2010		C		46,955	A	⁽⁷⁾	804,951	D⁽³⁾⁽⁶⁾
Common Stock	08/11/2010		C		157,005	A	$8⁽⁸⁾	961,956	D⁽²⁾⁽³⁾
Common Stock	08/11/2010		C		17,445	A	$8⁽⁸⁾	979,401	D⁽³⁾⁽⁶⁾
Common Stock	08/11/2010		C		138,799⁽⁹⁾	A	⁽¹⁾⁽⁴⁾	1,118,200	D⁽²⁾⁽³⁾
Common Stock	08/11/2010		C		21,639⁽⁹⁾	A	⁽⁵⁾⁽⁷⁾	1,139,839	D⁽³⁾⁽⁶⁾
Common Stock	08/11/2010		P		264,231⁽¹⁰⁾	A	$10	1,404,070	D⁽²⁾⁽³⁾
Common Stock	08/11/2010		P		29,359⁽¹⁰⁾	A	$10	1,433,429	D⁽³⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	08/11/2010		C			2,274,194	⁽¹⁾	⁽¹⁾	Common Stock	283,745	$0	0	D
Series B Convertible Preferred Stock	⁽⁴⁾	08/11/2010		C			3,387,097	⁽⁴⁾	⁽⁴⁾	Common Stock	422,600	$0	0	D
Series A Convertible Preferred Stock	⁽⁵⁾	08/11/2010		C			413,978	⁽⁵⁾	⁽⁵⁾	Common Stock	51,651	$0	0	D
Series B Convertible Preferred Stock	⁽⁷⁾	08/11/2010		C			376,344	⁽⁷⁾	⁽⁷⁾	Common Stock	46,955	$0	0	D
Convertible Promissory Note	$8	08/11/2010		C			$1,222,642	⁽⁸⁾	⁽⁸⁾	Common Stock	157,005	$0	0	D⁽²⁾
Convertible Promissory Note	$8	08/11/2010		C			$135,849	⁽⁸⁾	⁽⁸⁾	Common Stock	17,445	$0	0	D⁽⁶⁾
Warrant (Right to Buy)	$7.45	08/11/2010		C		8,443		⁽¹¹⁾	08/20/2016	Common Stock	8,443⁽¹²⁾	⁽¹²⁾	8,443	D⁽²⁾
Warrant (Right to Buy)	$7.45	08/11/2010		C		938		⁽¹¹⁾	08/20/2016	Common Stock	938⁽¹²⁾	⁽¹²⁾	938	D⁽⁶⁾

1. Name and Address of Reporting Person^*

BVP GP LLC

(Last)

(First)

(Middle)

103 CARNEGIE CENTER

SUITE 100

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BATTELLE VENTURES, L.P.

(Last)

(First)

(Middle)

103 CARNEGIE CENTER

SUITE 100

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INNOVATION VALLEY PARTNERS, L.P.

(Last)

(First)

(Middle)

103 CARNEGIE CENTER

SUITE 100

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

IVP GP, LLC

(Last)

(First)

(Middle)

103 CARNEGIE CENTER

SUITE 100

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Battelle Ventures, L.P. ("BVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering ("IPO"), and had no expiration date.

2. Reflects the securities of the Issuer directly acquired by BVLP, of which BVP, GP, LLC ("BVPGP") is the general partner. For purposes of this Form 4, BVPGP disclaims ownership of the shares of stock owned by BVLP, except to the extent of its pecuniary interest therein.

3. BVP GP and IVP GP, LLC ("IVPGP") are under common control; however, under the "rule of three", there are no other beneficial owners.

4. The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Battelle Ventures, L.P. ("BVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.

5. The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Innovation Valley Partners, L.P. ("IVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.

6. Reflects the securities of the issuer directly acquired by IVLP, of which IVPGP is the general partner. For purposes of this Form 4, IVPGP disclaims ownership of the shares of stock owned by IVLP, except to the extent of its pecuniary interest therein.

7. The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by IVLP, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.

8. This Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's IPO.

9. Reflects accrued and unpaid dividends on the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, which was automatically converted into Common Stock upon the closing of the Issuer's IPO.

10. Reflects securities acquired on the date of the Issuer's IPO.

11. Immediately exercisable.

12. Series B Convertible Preferred Stock Warrants held by the reporting persons and previously reported on a Form 3 were converted automatically into warrants to purchase shares of Common Stock upon the closing of the Issuer's IPO.

Remarks:

Joint Filer Information is attached as Exhibit 99.

	/s/ Morton Collins - BVP GP, LLC	08/13/2010
	/s/ Morton Collins - Battelle Ventures, L.P.	08/13/2010
	/s/ Morton Collins - Innovation Valley Partners, L.P.	08/13/2010
	/s/ Morton Collins - IVP GP, LLC	08/13/2010
	** 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).
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