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^*

Farrell Geraldine T

(Last)

(First)

(Middle)

C/O NEXVET BIOPHARMA PLC

NATL INST, FOSTERS AVENUE, MOUNT MERRION

(Street)

BLACKROCK

00000

(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)
	VP Operations & Genl Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015

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	02/10/2015		C		36	A	⁽¹⁾	76	I	By Nexvet EBT Limited⁽²⁾
Ordinary Shares	02/10/2015		C		56	A	⁽³⁾	132	I	By Nexvet EBT Limited⁽²⁾
Ordinary Shares	02/10/2015		C		1,696	A	⁽³⁾	7,891	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽⁴⁾

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 Investment Preference Shares	⁽¹⁾	02/10/2015		C			36	⁽¹⁾	⁽¹⁾	Ordinary Shares	36	⁽¹⁾	0	I	By Nexvet EBT Limited⁽²⁾
Series B Preference Shares	⁽³⁾	02/10/2015		C			56	⁽³⁾	⁽³⁾	Ordinary Shares	56	⁽³⁾	0	I	By Nexvet EBT Limited⁽²⁾
Series B Preference Shares	⁽³⁾	02/10/2015		C			1,696	⁽³⁾	⁽³⁾	Ordinary Shares	1,696	⁽³⁾	0	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽⁴⁾

Explanation of Responses:

1. Reflects automatic conversion of Series A Investment Preference Shares into ordinary shares on a one-for-one basis upon the completion of the initial public offering of Issuer's ordinary shares.

2. The reporting person has voting and dispositive power over the reported securities pursuant to that certain Nominee Deed dated as of 11/14/14 by and between Nexvet EBT Limited and the persons named in the schedule thereto. Such Nominee Deed was executed in connection with Issuer's November 2014 four-for five share consolidation. The reporting person disclaims beneficial ownership of these reported securities except to the extent of her pecuniary interest therein.

3. Reflects automatic conversion of Series B Preference Shares into ordinary shares on a one-for-one basis upon the completion of the initial public offering of Issuer's ordinary shares.

4. The reporting person and her spouse share voting and dispositive power with respect to the reported securities.

	/s/ Geraldine T. Farrell by Damian Lismore, Attorney-in-Fact	02/10/2015
	** 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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