Sec Form 4 Filing - PATEL RAJIV A @ Nexvet Biopharma plc - 2016-12-31

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 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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1. Name and Address of Reporting Person PATEL RAJIV A 2. Issuer Name and Ticker or Trading Symbol Nexvet Biopharma plc [ NVET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of Group Owning 10% (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2016 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary Shares 12/31/2016 M 500 A $ 0.125 8,980 D Ordinary Shares 2,648,696 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Share Units ( 1 ) 12/31/2016 M 500 ( 2 ) ( 2 ) Ordinary Shares 500 $ 0 5,600 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X Member of Group Owning 10% Signatures /s/ Rajiv A. Patel 01/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Share Unit ("RSU") is convertible into one ordinary share of the Issuer upon vesting, subject to payment by the holder to the Issuer of the nominal value per share ($0.125). ( 2 )On December 31, 2016, 500 RSUs held by the reporting person ("Patel") vested and became convertible, and were converted, into 500 ordinary shares. ( 3 )Of the remaining 5,600 RSUs held by Patel: 2,000 RSUs will vest and become convertible in quarterly installments of 500, beginning March 31, 2017 and ending December 31, 2017; and 3,600 RSUs will vest and become convertible on July 1, 2017. ( 4 )The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra"), Bushranger Funding, LLC ("Bushranger") and Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs"). All of such securities, and information relating to beneficial ownership thereof, were previously reported on Forms 3 filed on February 4, 2015 and Forms 4 filed on February 11, 2015, September 11, 2015 and February 26, 2016 (collectively, the "Prior Filings") by the Farallon SPVs, Farallon Partners, L.L.C. (the "Farallon General Partner"), Farallon Capital Management, L.L.C. (the "Management Company"), NGP, L.L.C. (the "NSSP General Partner"), Farallon AA GP, L.L.C. (the "FCAAI General Partner"), Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") and the related individuals identified therein as the "Managing Members" and the "Senior Managing Member." ( 5 )Other than the transactions by Patel reported in this Form 4 and on Forms 4 filed by Patel on April 1, 2016, July 1, 2016, September 7, 2016 and October 4, 2016, since the Prior Filings there have been no transactions in such securities by any such entities or individuals named in the Prior Filings. ( 6 )Patel, as a managing member of both the Farallon General Partner and the Management Company, and as a manager of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Patel disclaims any beneficial ownership of any of the Issuer's securities reported in this row for purposes of Section 16 of the Securities Exchange Act of 1934 Act, as amended, or otherwise, except to the extent of his pecuniary interest, if any. ( 7 )Patel, the Farallon SPVs, the Farallon General Partner, the Management Company, the NSSP General Partner, the FCAAI General Partner, the FSSP VI General Partner and each of Managing Members and the Senior Managing Member may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that the foregoing entities and individuals are members of such group.

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