Sec Form 4 Filing - Heffernan Mark @ Nexvet Biopharma plc - 2017-07-31

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 Heffernan Mark 2. Issuer Name and Ticker or Trading Symbol Nexvet Biopharma plc [ NVET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NEXVET BIOPHARMA PLC, UNIT 5, SRAGH TECHNOLOGY PARK, RAHAN RD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2017 (Street) TULLAMORE, L2R35 FR98 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 07/31/2017 D 109,810 D $ 6.72 ( 1 ) 0 D Ordinary Shares 07/31/2017 D 243,587 D $ 6.72 ( 1 ) 0 I By Mark Andrew and Patricia Louise Heffernan <M&T Heffernan A/C> ( 2 )

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 Restr icted Share Units $ 0.125 07/31/2017 D 50,000 ( 3 ) 07/01/2020 Ordinary Shares 50,000 $ 6.595 0 D Restricted Share Units $ 0.125 07/31/2017 D 106,929 ( 4 ) 07/01/2020 Ordinary Shares 106,929 $ 6.595 0 D Option to Purchase Ordinary Shares $ 0.125 07/31/2017 D 4,833 ( 5 ) 07/01/2019 Ordinary Shares 4,833 $ 6.595 0 D Option to Purchase Ordinary Shares $ 0.125 07/31/2017 D 9,203 ( 6 ) 11/05/2020 Ordinary Shares 9,203 $ 6.595 0 D Option to Purchase Ordinary Shares $ 6.35 07/31/2017 D 52,040 ( 7 ) 02/28/2019 Ordinary Shares 52,040 $ 0.37 0 D Option to Purchase Ordinary Shares $ 15 07/31/2017 D 100,000 ( 8 ) 05/18/2020 Ordinary Shares 100,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heffernan Mark C/O NEXVET BIOPHARMA PLC UNIT 5, SRAGH TECHNOLOGY PARK, RAHAN RD TULLAMORE, L2R35 FR98 Chief Executive Officer Signatures /s/ Mark Heffernan by Geraldine T. Farrell, Attorney-in-Fact 07/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to a transaction agreement between the Issuer, Zoetis Inc. ("Zoetis") and Zoetis Belgium S.A., a wholly-owned subsidiary of Zoetis ("Bidco"), pursuant to which Bidco acquired the Issuer. ( 2 )The reporting person and his spouse share voting and dispositive power with respect to these reported securities. ( 3 )This restricted share unit, which would have vested and become convertible as to 25,000 shares on each of 7/1/18 and 7/1/19, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $329,750. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit. ( 4 )This restricted share unit, which would have vested and become convertible as to 35,643 shares on each of 7/1/18, 7/1/19 and 7/1/20, in each case subject to payment of the nominal value per share of $0.125 to the Issuer within 30 days of vesting, was cancelled in the Acquisition in exchange for a cash payment equal to $705,196.76. This amount represents the difference between such nominal value per share and the $6.72 consideration per share payable in connection with in the Acquisition, multiplied by the number of shares issuable on conversion of the restricted share unit. ( 5 )This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $31,873.64, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. ( 6 )This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $60,693.79, representing the difference between the exercise price of $0.125 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. ( 7 )This option, which was fully vested, was cancelled in the Acquisition in exchange for a cash payment equal to $19,254.80, representing the difference between the exercise price of $6.35 per share and the $6.72 consideration per share payable in connection with in the Acquisition multiplied by the number of shares issuable on exercise of the option. ( 8 )This option, which was vested as to 70,000 shares and would have vested as to 5,000 shares on each of 9/30/17, 12/31/17, 3/31/18, 6/30/18, 9/30/18 and 12/31/18, was cancelled in the Acquisition in exchange for no cash payment because the $15.00 exercise price per share exceeded the $6.72 consideration per share payable in connection with in the Acquisition.

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