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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Heffernan Mark

(Last)

(First)

(Middle)

C/O NEXVET BIOPHARMA PLC

NATL INST, FOSTERS AVENUE, MOUNT MERRION

(Street)

BLACKROCK

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2015

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
Ordinary Shares	229,959	I	By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C>⁽¹⁾

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)
Series A Investment Preference Shares	⁽²⁾	⁽²⁾	Ordinary Shares	4,424	⁽²⁾	I	By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C>⁽¹⁾
Option to Purchase Shares	11/05/2015⁽³⁾	11/05/2020	Ordinary Shares	18,407	$0.125	I	By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C>⁽¹⁾
Option to Purchase Shares	09/30/2014⁽⁴⁾	02/28/2014	Ordinary Shares	52,040	$6.35	I	By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C>⁽¹⁾
Option to Purchase Shares	07/01/2015⁽⁵⁾	07/01/2019	Ordinary Shares	21,750	$0.125	D

Explanation of Responses:

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

2. The Series A Investment Preference Shares will convert immediately upon the effectiveness of an initial public offering of Issuer's ordinary shares on a one-for-one basis and have no Expiration Date.

3. Options to purchase 9,204 shares will vest and become exercisable on 11/5/15, and the remaining 9,203 options to purchase shares will vest and become exercisable on 11/5/16.

4. The option to purchase shares was fully vested and exercisable as of the Date Exercisable.

5. Options to purchas 4,834 shares will vest and become exercisable on 7/1/15 and options to purchase 4,833 shares will vest and become exercisable on each of 7/1/16 and 7/1/17. The remaining 7,250 options to purchase shares will vest and become exercisable upon successful completion of an efficacy trial for any Issuer product, as determined by Issuer's board of directors which completion must occur on or before 7/1/19.

	/s/ Mark Heffernan by Damian Lismore, Attorney-in-Fact	02/04/2015
	** 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 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.