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

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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. 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Operations & G.C.

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	6,195	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽¹⁾
Ordinary Shares	40	I	By Nexvet EBT Limited⁽²⁾

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	⁽³⁾	⁽³⁾	Ordinary Shares	36	⁽³⁾	I	By Nexvet EBT Limited⁽²⁾
Series B Preference Shares	⁽³⁾	⁽³⁾	Ordinary Shares	56	⁽³⁾	I	By Nexvet EBT Limited⁽²⁾
Series B Preference Shares	⁽³⁾	⁽³⁾	Ordinary Shares	1,696	⁽³⁾	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽¹⁾
Warrants to Purchase Shares	06/02/2014	06/02/2019	Ordinary Shares	636	$8.625	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽¹⁾
Options to Purchase Shares	07/01/2015⁽⁴⁾	07/01/2019	Ordinary Shares	12,900	$0.125	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽¹⁾
Options to Purchase Shares	11/05/2015⁽⁵⁾	11/05/2023	Ordinary Shares	12,389	$0.125	I	By Geraldine Therese Farrell & Andrew John Benston <Bulla Bulla Family A/C>⁽¹⁾

Explanation of Responses:

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

2. The reporting person has sole 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 hereto. Such Nominee Deed was executed in connection with the Issuer's November 2014 four-for-five share consolidation.

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

4. Options to purchase 2,867 shares will vest and become exercisable on each of 7/1/15 and 7/1/16, and 2,866 will vest and become exercisable on 7/1/17. The remaining 4,300 options to purchase shares will vest and become exercisable upon successful completion of an efficacy trial for any Issuer product, as determined by the Issuer's board of directors which completion must occur on or before 7/1/19.

5. Options to purchase 6,159 shares will vest and become exercisable on 11/5/15, and the remaining 6,194 options to purchase shares will vest and become exercisable on 11/5/16.

	/s/ Geraldine T. Farrell, By Damian Lismore, Attorney-in-Fact	02/03/2015
	** 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).
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