Sec Form 4 Filing - Rodman David Malcom @ Nivalis Therapeutics, Inc. - 2016-07-01

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 Rodman David Malcom 2. Issuer Name and Ticker or Trading Symbol Nivalis Therapeutics, Inc. [ NVLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec Vice President and CMO (Last) (First) (Middle) C/O NIVALIS THERAPEUTICS, INC., 3122 STERLING CIRCLE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (Street) BOULDER, CO80301 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 Common Stock 07/01/2016 M( 1 ) 18,055 A $ 0 18,055 D Common Stock 07/05/2016 S( 2 ) 5,950 D $ 4.66 ( 3 ) 12,105 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 (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 Stock Units $ 0 07/01/2016 M 18,055 ( 4 ) ( 4 ) Common Stock 18,055 $ 0 198,612 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rodman David Malcom C/O NIVALIS THERAPEUTICS, INC. 3122 STERLING CIRCLE, SUITE 200 BOULDER, CO80301 Exec Vice President and CMO Signatures /s/ R. Michael Carruthers, Attorney-in-Fact 07/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued on settlement of restricted stock units ("RSUs") granted to the reporting person upon vesting of such RSU's. ( 2 )Shares sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person to cover tax obligations in connection with the vesting of RSUs. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.57 to $4.78, inclusive. The reporting person undertakes to provide Nivalis Therapeutics, Inc., any security holder of Nivalis Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4. ( 4 )Represent fully vested RSUs. Each RSU represents the contingent right to receive one share of Common Stock. The RSUs vest in twelve equal quarterly installments on the first day of each calendar quarter commencing July 1, 2016.

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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