X0305 4 2012-03-30 0001133869 Nile Therapeutics, Inc. NLTX 0001468482 Lieu Hsiao C/O NILE THERAPEUTICS, INC. 115 SANSOME STREET, SUITE #310 SAN FRANCISCO CA 94104 0 1 0 0 Executive VP, Clinical Dev. Common Stock 2012-03-30 4 P 0 12500 A 12600 D Stock Option (Right to Buy) 4.45 2018-03-10 Common Stock 200000 200000 D Stock Option (Right to Buy) 4.45 2018-03-10 Common Stock 46623 46623 D Stock Option (Right to Buy) .88 2009-01-16 2019-01-16 Common Stock 31103 31103 D Stock Option (Right to Buy) 1.14 2019-07-07 Common Stock 128442 128442 D Stock Option (Right to Buy) .301 2020-07-08 Common Stock 100000 100000 D Stock Option (Right to Buy) .78 2021-05-26 Common Stock 100000 100000 D Warrant (Right to Buy) .50 2012-03-30 4 P 0 9375 0 A Common Stock 9375 9375 D The reported securities were purchased by the Reporting Person at an aggregate price of $0.40 for one share of common stock and three-fourths of a warrant to purchase one share of common stock. Exercisable as to 50,000 shares on 3/10/09 and as to 4,167 shares each month thereafter for 36 months. On 03/10/08, the Reporting Person was granted an option to purchase up to 100,000 shares of common stock of the Issuer. Up to 1/4 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of certain performance milestones as determined by the Compensation Committee of the Board of Directors (the Committee") of the Issuer. On 1/19/09, the Committee determined that options for the prorated period ending 12/31/08 would vest in the amount of 9,123 shares, with options to purchase 11,151 shares being forfeited. On 1/19/10, the Committee determined that options for the period ending 12/31/09 would vest in the amount of 12,500 shares, with options to purchase 12,500 shares being forfeited. On 12/17/10, the Committee determined that options for the period ending 12/31/10 would vest in the amount of 25,000 shares. On July 7, 2009, the Reporting Person was granted an option to purchase up to 150,000 shares of common stock of the Issuer, 37,500 of which were immediately exercisable. Vesting of 75,000 of the shares subject to the option was based on the achievement of certain performance milestones (or a pro rata portion thereof for a five-month period of such milestones) following the date of grant. On February 15, 2010, the Reporting Person's right to purchase 63,750 shares of such 75,000-share installment vested based on the achievement of such milestones; the remaining 11,250 shares of such installment were forfeited. Vesting of the final 37,500 shares of the total grant was subject to certain other performance milestones (or a pro rata portion thereof). On January 3, 2011, the Reporting Person's right to purchase 27,192 shares of such final 37,500-share installment vested based on the achievement of such milestones; the remaining 10,308 shares of such installment were forfeited. This option vests in four equal quarterly installments over one year with the first installment vesting on September 30, 2010. This option vests in four equal quarterly installments over one year with the first installment vesting on August 26, 2011. The warrants are exercisable for a period of five years beginning on the earlier of (i) the date on which a registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and the subsequent resale of such shares is declared effective by the Securities and Exchange Commission, and (ii) one year and one day after issuance. /s/ Daron Evans as Attorney-in-Fact for Hsiao D. Lieu pursuant to Power of Attorney previously filed. 2012-04-02