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^*

Talbot George Harrison

(Last)

(First)

(Middle)

1000 CONTINENTAL DRIVE

SUITE 600

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nabriva Therapeutics AG [ NBRV ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017

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)
Common Shares	02/16/2017⁽¹⁾		M		502	A	⁽²⁾	3,351	D
Common Shares	02/16/2017⁽¹⁾		M		155	A	⁽²⁾	3,506	D
Common Shares	02/16/2017⁽¹⁾		M		578	A	⁽²⁾	4,084	D
Common Shares⁽³⁾	05/15/2017		S		50	D	$101.5⁽⁴⁾	4,034	D
Common Shares⁽³⁾	05/16/2017		S		50	D	$102.268⁽⁵⁾	3,984	D
Common Shares⁽³⁾	05/16/2017		S		100	D	$103⁽⁶⁾	3,884	D

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)
Stock Option	⁽²⁾	02/16/2017⁽¹⁾		M			502	⁽⁷⁾	09/27/2017	Common Shares	502	$0	0	D
Stock Option	⁽²⁾	02/16/2017⁽¹⁾		M			155	⁽⁸⁾	09/27/2017	Common Shares	155	$0	0	D
Stock Option	⁽²⁾	02/16/2017⁽¹⁾		M			578	⁽⁹⁾	09/27/2017	Common Shares	578	$0	135	D

Explanation of Responses:

1. This transaction is being reported late due to an administrative oversight.

2. The exercise price was Euro 6.72 per common share.

3. The common shares whose sale is reported on this line are represented by American Depositary Shares ("ADSs"). Each ADS represents one tenth (1/10) of a common share of Nabriva Therapeutics AG. The reporting person may hold both common shares and ADSs representing common shares, and Column 5 reports such holdings on an aggregate basis in terms of the corresponding number of common shares.

4. The price of $101.50 per common share was derived from the sale price on May 15, 2017, of $10.15 per ADS, multiplied by ten.

5. The price of $102.268 per common share was derived from the sale price on May 16, 2017, of $10.2268 per ADS, multiplied by ten.

6. The price of $103.00 per common share was derived from the sale price on May 16, 2017, of $10.30 per ADS, multiplied by ten.

7. This option was granted on June 12, 2009 and is fully vested.

8. This option was granted on January 29, 2010 and is fully vested.

9. This option was granted on August 31, 2014. Vesting began on August 31, 2014 and ends on September 30, 2017. Twenty-five percent (25%) of the option vested on December 31, 2014, a further twenty-five percent (25%) of the options vested on December 31, 2015, and the remaining fifty percent (50%) vests on a monthly pro-rata basis over the remaining vesting period.

	/s/ Gary L. Sender, by power of attorney	05/17/2017
	** 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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