Sec Form 4 Filing - Nicholson John @ NEKTAR THERAPEUTICS - 2017-02-02

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 Nicholson John 2. Issuer Name and Ticker or Trading Symbol NEKTAR THERAPEUTICS [ NKTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Operating Officer (Last) (First) (Middle) C/O NEKTAR THERAPEUTICS, 455 MISSION BAY BOULEVARD SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2017 (Street) SAN FRANCISCO, CA94158 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 02/02/2017 M( 1 ) 66,495 ( 1 ) A $ 4.65 206,821 D Common Stock 02/02/2017 S( 1 ) 66,495 ( 1 ) D $ 12.38 ( 2 ) 140,326 D Common Stock 02/03/2017 M( 1 ) 8,505 ( 1 ) A $ 4.65 148,831 D Common Stock 02/03/2017 S( 1 ) 8,505 ( 1 ) D $ 12.48 ( 3 ) 140,326 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 Employee Stock Option (right to buy) $ 4.65 02/02/2017 M( 1 ) 66,495 ( 4 ) 02/22/2017 Common Stock 66,495 $ 0 53,505 D Employee Stock Option (right to buy) $ 4.65 02/03/2017 M( 1 ) 8,505 ( 4 ) 02/22/2017 Common Stock 8,505 $ 0 45,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nicholson John C/O NEKTAR THERAPEUTICS 455 MISSION BAY BOULEVARD SOUTH SAN FRANCISCO, CA94158 SVP & Chief Operating Officer Signatures Mark A. Wilson, Attorney-in-Fact 02/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person exercised and sold a portion of the Shares of common stock subject to this stock option that expires on February 22, 2017, with the objective of using substantially all of the proceeds to cover the exercise price of the entire stock option and applicable withholding taxes. ( 2 )This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Person on February 2, 2017. The actual prices for these transactions range from $12.20 to $12.45, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. ( 3 )This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Person on February 3, 2017. The actual prices for these transactions range from $12.45 to $12.51, inclusive. ( 4 )This stock option became fully vested on February 23, 2013 and will expire on February 22, 2017 if not exercised.

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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