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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Heffernan Mark

(Last)

(First)

(Middle)

C/O NEXVET BIOPHARMA PLC

UNIT 5, SRAGH TECHNOLOGY PARK, RAHAN RD

(Street)

TULLAMORE

R35 FR98

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nexvet Biopharma plc [ NVET ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2017

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)
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)
Ordinary Shares	07/31/2017		D		109,810	D	$6.72⁽¹⁾	0	D
Ordinary Shares	07/31/2017		D		243,587	D	$6.72⁽¹⁾	0	I	By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C>⁽²⁾

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)
Restricted Share Units	$0.125	07/31/2017		D			50,000	⁽³⁾	07/01/2020	Ordinary Shares	50,000	$6.595	0	D
Restricted Share Units	$0.125	07/31/2017		D			106,929	⁽⁴⁾	07/01/2020	Ordinary Shares	106,929	$6.595	0	D
Option to Purchase Ordinary Shares	$0.125	07/31/2017		D			4,833	⁽⁵⁾	07/01/2019	Ordinary Shares	4,833	$6.595	0	D
Option to Purchase Ordinary Shares	$0.125	07/31/2017		D			9,203	⁽⁶⁾	11/05/2020	Ordinary Shares	9,203	$6.595	0	D
Option to Purchase Ordinary Shares	$6.35	07/31/2017		D			52,040	⁽⁷⁾	02/28/2019	Ordinary Shares	52,040	$0.37	0	D
Option to Purchase Ordinary Shares	$15	07/31/2017		D			100,000	⁽⁸⁾	05/18/2020	Ordinary Shares	100,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to a transaction agreement between the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired the Issuer.

2. The reporting person and his spouse share voting and dispositive power with respect to these reported securities.

3. This restricted share unit, which would have vested and become convertible as to 25,000 shares on each of 7/1/18 and 7/1/19, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $329,750. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit.

4. This restricted share unit, which would have vested and become convertible as to 35,643 shares on each of 7/1/18, 7/1/19 and 7/1/20, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $705,196.76. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit.

5. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $31,873.64, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option.

6. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $60,693.79, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option.

7. This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $19,254.80, representing the difference between the exercise price of $6.35 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option.

8. This option, which was vested as to 70,000 shares and would have vested as to 5,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18 and 12/31/18, was cancelled in the Acquisition in exchange for no cash payment because the $15.00 exercise price per share exceeded the $6.72 consideration per share payable in connection with in the Acquisition.

Remarks:

	/s/ Mark Heffernan by Geraldine T. Farrell, Attorney-in-Fact	07/31/2017
	** 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).
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.