Sec Form 5 Filing - TANEN DAVID M @ Nile Therapeutics, Inc. - 2009-12-31

FORM 5 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 TANEN DAVID M 2. Issuer Name and Ticker or Trading Symbol Nile Therapeutics, Inc. [ NLTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TWO RIVER GROUP HOLDINGS, LLC, 689 FIFT AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2009 (Street) NEW YORK, NY10022 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

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 Stock Option (Right to Buy) $ 4.5 09/24/2009 D( 1 ) 50,000 ( 2 ) 01/25/2018 Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 4.5 09/24/2009 A( 1 ) 50,000 ( 1 ) 09/24/2014 Common Stock 50,000 $ 0 50,000 D Stock Option (Right to Buy) $ 0.93 09/24/2009 D( 1 ) 25,000 ( 1 ) 12/22/2018 Common Stock 25,000 $ 0 0 D Stock Option (Right to Buy) $ 0.93 09/24/2009 A( 1 ) 25,000 ( 1 ) 09/24/2014 Common Stock 25,000 $ 0 25,000 D Stock Option (Right to Buy) $ 1.77 09/24/2009 D( 1 ) 65,000 ( 1 ) 07/21/2019 Common Stock 65,000 $ 0 0 D Stock Option (Right to Buy) $ 1.77 09/24/2009 A( 1 ) 65,000 ( 1 ) 09/24/2014 Common Stock 65,000 $ 0 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANEN DAVID M C/O TWO RIVER GROUP HOLDINGS, LLC 689 FIFT AVENUE, 12TH FLOOR NEW YORK, NY10022 X Signatures /s/ David M. Tanen 02/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions involve amendments to previously granted stock options, resulting in the deemed cancellation of the "old" stock options and the grant of replacement stock options. In connection with the Reporting Person's resignation from the Board of Directors on September 24, 2009, the Company amended the stock options to provide for the acceleration of all unvested portions and to extend the exercise period to September 24, 2014. All stock options are exercisable as of September 24, 2009, the date of the amendments. ( 2 )The stock option was originally granted on January 25, 2008, and provided for vesting in three equal installments on September 17, 2008, September 17, 2009, and September 17, 2010.

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