Sec Form 4 Filing - Lieu Hsiao @ Nile Therapeutics, Inc. - 2012-03-30

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 Lieu Hsiao 2. Issuer Name and Ticker or Trading Symbol Nile Therapeutics, Inc. [ NLTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP, Clinical Dev. (Last) (First) (Middle) C/O NILE THERAPEUTICS, INC., 115 SANSOME STREET, SUITE #310 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2012 (Street) SAN FRANCISCO, CA94104 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 03/30/2012 P 12,500 A 12,600 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 Stock Option (Right to Buy) $ 4.45 ( 2 ) 03/10/2018 Common Stock 200,000 200,000 D Stock Option (Right to Buy) $ 4.45 ( 3 ) 03/10/2018 Common Stock 46,623 46,623 D Stock Option (Right to Buy) $ 0.88 01/16/2009 01/16/2019 Common Stock 31,103 31,103 D Stock Option (Right to Buy) $ 1.14 ( 4 ) 07/07/2019 Common Stock 128,442 128,442 D Stock Option (Right to Buy) $ 0.301 ( 5 ) 07/08/2020 Common Stock 100,000 100,000 D Stock Option (Right to Buy) $ 0.78 ( 6 ) 05/26/2021 Common Stock 100,000 100,000 D Warrant (Right to Buy) $ 0.5 03/30/2012 P 9,375 ( 7 ) ( 7 ) Common Stock 9,375 $ 0 ( 1 ) 9,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lieu Hsiao C/O NILE THERAPEUTICS, INC. 115 SANSOME STREET, SUITE #310 SAN FRANCISCO, CA94104 Executive VP, Clinical Dev. Signatures /s/ Daron Evans as Attorney-in-Fact for Hsiao D. Lieu pursuant to Power of Attorney previously filed. 04/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were purchased by the Reporting Person at an aggregate price of $0.40 for one share of common stock and three-fourths of a warrant to purchase one share of common stock. ( 2 )Exercisable as to 50,000 shares on 3/10/09 and as to 4,167 shares each month thereafter for 36 months. ( 3 )On 03/10/08, the Reporting Person was granted an option to purchase up to 100,000 shares of common stock of the Issuer. Up to 1/4 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of certain performance milestones as determined by the Compensation Committee of the Board of Directors (the Committee") of the Issuer. On 1/19/09, the Committee determined that options for the prorated period ending 12/31/08 would vest in the amount of 9,123 shares, with options to purchase 11,151 shares being forfeited. On 1/19/10, the Committee determined that options for the period ending 12/31/09 would vest in the amount of 12,500 shares, with options to purchase 12,500 shares being forfeited. On 12/17/10, the Committee determined that options for the period ending 12/31/10 would vest in the amount of 25,000 shares. ( 4 )On July 7, 2009, the Reporting Person was granted an option to purchase up to 150,000 shares of common stock of the Issuer, 37,500 of which were immediately exercisable. Vesting of 75,000 of the shares subject to the option was based on the achievement of certain performance milestones (or a pro rata portion thereof for a five-month period of such milestones) following the date of grant. On February 15, 2010, the Reporting Person's right to purchase 63,750 shares of such 75,000-share installment vested based on the achievement of such milestones; the remaining 11,250 shares of such installment were forfeited. Vesting of the final 37,500 shares of the total grant was subject to certain other performance milestones (or a pro rata portion thereof). On January 3, 2011, the Reporting Person's right to purchase 27,192 shares of such final 37,500-share installment vested based on the achievement of such milestones; the remaining 10,308 shares of such installment were forfeited. ( 5 )This option vests in four equal quarterly installments over one year with the first installment vesting on September 30, 2010. ( 6 )This option vests in four equal quarterly installments over one year with the first installment vesting on August 26, 2011. ( 7 )The warrants are exercisable for a period of five years beginning on the earlier of (i) the date on which a registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and the subsequent resale of such shares is declared effective by the Securities and Exchange Commission, and (ii) one year and one day after issuance.

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