Edgar Filing: BVP GP LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BVP GP LLC

2. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [PATH]

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

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

(Last)

(First)

(Middle)

103 CARNEGIE CENTER, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2010

(Street)

PRINCETON, NJ 08540

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Stock	08/11/2010		C		283,745	A	⁽¹⁾	283,745	D ⁽²⁾ ⁽³⁾
Common Stock	08/11/2010		C		422,600	A	⁽⁴⁾	706,345	D ⁽²⁾ ⁽³⁾
Common Stock	08/11/2010		C		51,651	A	⁽⁵⁾	757,996	D ⁽³⁾ ⁽⁶⁾
Common Stock	08/11/2010		C		46,955	A	⁽⁷⁾	804,951	D ⁽³⁾ ⁽⁶⁾
Common Stock	08/11/2010		C		157,005	A	$ 8 ⁽⁸⁾	961,956	D ⁽²⁾ ⁽³⁾
Common Stock	08/11/2010		C		17,445	A	$ 8 ⁽⁸⁾	979,401	D ⁽³⁾ ⁽⁶⁾
Common Stock	08/11/2010		C		138,799 ⁽⁹⁾	A	⁽¹⁾ ⁽⁴⁾	1,118,200	D ⁽²⁾ ⁽³⁾
Common Stock	08/11/2010		C		21,639 ⁽⁹⁾	A	⁽⁵⁾ ⁽⁷⁾	1,139,839	D ⁽³⁾ ⁽⁶⁾
Common Stock	08/11/2010		P		264,231 ⁽¹⁰⁾	A	$ 10	1,404,070	D ⁽²⁾ ⁽³⁾
Common Stock	08/11/2010		P		29,359 ⁽¹⁰⁾	A	$ 10	1,433,429	D ⁽³⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

08/11/2010

2,274,194

⁽¹⁾

Common Stock

283,745

$ 0

Series B Convertible Preferred Stock

⁽⁴⁾

08/11/2010

3,387,097

⁽⁴⁾

Common Stock

422,600

$ 0

Series A Convertible Preferred Stock

⁽⁵⁾

08/11/2010

413,978

⁽⁵⁾

Common Stock

51,651

$ 0

Series B Convertible Preferred Stock

⁽⁷⁾

08/11/2010

376,344

⁽⁷⁾

Common Stock

46,955

$ 0

Convertible Promissory Note

$ 8

08/11/2010

$ 1,222,642

⁽⁸⁾

Common Stock

157,005

$ 0

D ⁽²⁾

Convertible Promissory Note

$ 8

08/11/2010

$ 135,849

⁽⁸⁾

Common Stock

17,445

$ 0

D ⁽⁶⁾

Warrant (Right to Buy)

$ 7.45

08/11/2010

8,443

⁽¹¹⁾

08/20/2016

Common Stock

8,443 ⁽¹²⁾

⁽¹²⁾

8,443

D ⁽²⁾

Warrant (Right to Buy)

$ 7.45

08/11/2010

938

⁽¹¹⁾

08/20/2016

Common Stock

938 ⁽¹²⁾

⁽¹²⁾

938

D ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BVP GP LLC 103 CARNEGIE CENTER SUITE 100 PRINCETON, NJ 08540		X
BATTELLE VENTURES, L.P. 103 CARNEGIE CENTER SUITE 100 PRINCETON, NJ 08540		X
INNOVATION VALLEY PARTNERS, L.P. 103 CARNEGIE CENTER SUITE 100 PRINCETON, NJ 08540		X
IVP GP, LLC 103 CARNEGIE CENTER SUITE 100 PRINCETON, NJ 08540		X

Signatures

/s/ Morton Collins - BVP GP, LLC		08/13/2010
^**Signature of Reporting Person		Date
/s/ Morton Collins - Battelle Ventures, L.P.		08/13/2010
^**Signature of Reporting Person		Date
/s/ Morton Collins - Innovation Valley Partners, L.P.		08/13/2010
^**Signature of Reporting Person		Date
/s/ Morton Collins - IVP GP, LLC		08/13/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Battelle Ventures, L.P. ("BVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering ("IPO"), and had no expiration date.
(2)	Reflects the securities of the Issuer directly acquired by BVLP, of which BVP, GP, LLC ("BVPGP") is the general partner. For purposes of this Form 4, BVPGP disclaims ownership of the shares of stock owned by BVLP, except to the extent of its pecuniary interest therein.
(3)	BVP GP and IVP GP, LLC ("IVPGP") are under common control; however, under the "rule of three", there are no other beneficial owners.
(4)	The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Battelle Ventures, L.P. ("BVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.
(5)	The shares of Series A Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by Innovation Valley Partners, L.P. ("IVLP"), converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.
(6)	Reflects the securities of the issuer directly acquired by IVLP, of which IVPGP is the general partner. For purposes of this Form 4, IVPGP disclaims ownership of the shares of stock owned by IVLP, except to the extent of its pecuniary interest therein.
(7)	The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, owned directly by IVLP, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's IPO, and had no expiration date.
(8)	This Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's IPO.
(9)	Reflects accrued and unpaid dividends on the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, which was automatically converted into Common Stock upon the closing of the Issuer's IPO.
(10)	Reflects securities acquired on the date of the Issuer's IPO.
(11)	Immediately exercisable.
(12)	Series B Convertible Preferred Stock Warrants held by the reporting persons and previously reported on a Form 3 were converted automatically into warrants to purchase shares of Common Stock upon the closing of the Issuer's IPO.
Remarks: Joint Filer Information is attached as Exhibit 99.

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