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 *
Goldan Keith A.
  2. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [PATH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO and VP
(Last)
(First)
(Middle)
C/O NUPATHE INC.,, 227 WASHINGTON STREET, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2013
(Street)

CONSHOHOCKEN, PA 19428
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock (1) 01/07/2013   A   8,109 A (2) 12,901 D  
Common Stock (3) 01/07/2013   A   28,165 A (2) 41,066 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 10 01/07/2013   D     16,219   (4) 08/05/2020 Common Stock 16,219 (2) 0 D  
Stock Option (Right to Buy) $ 3.06 01/07/2013   D     39,300   (5) 03/08/2022 Common Stock 39,300 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goldan Keith A.
C/O NUPATHE INC.,
227 WASHINGTON STREET, SUITE 200
CONSHOHOCKEN, PA 19428
      CFO and VP  

Signatures

 Michael F. Marino, Attorney-in-Fact for the Reporting Person   01/09/2013
**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) Represents 8,109 restricted stock units that vest 50% on January 7, 2014 with the balance vesting in four equal quarterly installments thereafter. One share of NuPathe Inc. ("Issuer") common stock will be delivered to the Reporting Person for each vested restricted stock unit on the earliest of: (i) March 31 of the calendar year immediately following the year in which the restricted stock unit vests, (ii) a change of control of the Issuer and (iii) the Reporting Person's separation of service from the Issuer.
(2) On January 7, 2013, the Issuer canceled stock options granted to the Reporting Person on August 5, 2010 and March 8, 2012. In exchange for such stock options, the Reporting Person received 8,109 restricted stock units and 28,165 shares of restricted stock.
(3) Represents 28,165 shares of restricted stock that vest 50% on January 7, 2014 with the balance vesting in four equal quarterly installments thereafter.
(4) This canceled stock option provided for 25% vesting on August 5, 2011 with the balance vesting in 12 equal quarterly installments thereafter.
(5) This cancelled stock option provided for 25% vesting on March 8, 2013 with the balance vesting in 12 equal quarterly installments thereafter.

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