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* SAFEGUARD SCIENTIFICS INC (Last) (First) (Middle) 435 DEVON PARK DR BLDG 800 (Street) WAYNE PA 19087 (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) X 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) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2010		J(2)		352,169	A	$10	352,169	I	SDI(1)
Common Stock	08/11/2010		C		858,351	A	(3)	1,210,520	I	SDI(1)
Common Stock	08/11/2010		C		1,072,946	A	(4)	2,283,466	I	SDI(1)
Common Stock	08/11/2010		C		348,900	A	$8(5)	2,632,366	I	SDI(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	$8	08/11/2010		C			$2,784,618	(5)	12/31/2010(5)	Common Stock	348,900	$0	$0	I	SDI(1)
Series A Convertible Preferred Stock	(3)	08/11/2010		C			5,376,344	(3)	(3)	Common Stock	858,351	$0	0	I	SDI(1)
Series B Convertible Preferred Stock	(4)	08/11/2010		C			7,526,881	(4)	(4)	Common Stock	1,072,946	$0	0	I	SDI(1)
Warrant (right to buy)	$7.45							08/20/2009	08/20/2016	Common Stock(6)	18,762(6)		18,762	I	SDI(1)

Explanation of Responses:

1. The securities are indirectly owned by the reporting person and are directly owned by Safeguard Delaware, Inc. ("SDI"), a wholly owned subsidiary of the reporting person. The reporting person may be deemed a director by virtue of the fact that Gary Kurtzman, Vice President and Managing Director of the Life Sciences Group of the reporting person, serves as the reporting person's representative on Issuer's Board.

2. Shares issued upon the closing of the Issuer's initial public offering at the initial public offering price of $10.00 per share.

3. The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and have no expiration date.

4. The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and have no expiration date.

5. The Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's initial public offering.

6. The Series B Convertible Preferred Stock Warrant held by the reporting person, previously reported on Form 3, converted automatically into warrants to purchase shares of Common Stock upon the closing of the Issuer's initial public offering.

	Brian J. Sisko, SVP & General Counsel for Safeguard Scientifics, Inc.	08/12/2010
	** 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).
** 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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