Sec Form 3 Filing - Zalevsky Jonathan @ NEKTAR THERAPEUTICS - 2019-10-01

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zalevsky Jonathan 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) Chief R&D Officer (Last) (First) (Middle) C/O NEKTAR THERAPEUTICS, 455 MISSION BAY BOULEVARD SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2019 (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 220,657 ( 1 ) 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 $ 12.61 10/01/2019 07/30/2023 Common Stock 21,875 D Stock Option $ 15.55 ( 2 ) 12/14/2023 Common Stock 29,688 D Stock Option $ 15.44 ( 3 ) 05/30/2024 Common Stock 37,500 D Stock Option $ 13.93 ( 4 ) 11/14/2024 Common Stock 46,875 D Stock Option $ 12.24 ( 5 ) 12/12/2024 Common Stock 15,500 D Stock Option $ 15.71 ( 6 ) 03/15/2025 Common Stock 21,250 D Stock Option $ 18.59 ( 7 ) 04/17/2025 Common Stock 36,459 D Stock Option $ 18.09 ( 8 ) 06/14/2025 Common Stock 77,084 D Stock Option $ 43.07 ( 9 ) 11/14/2025 Common Stock 87,500 D Stock Option $ 56.9 ( 10 ) 12/14/2025 Common Stock 37,625 D Stock Option $ 36.51 ( 11 ) 12/13/2026 Common Stock 48,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zalevsky Jonathan C/O NEKTAR THERAPEUTICS 455 MISSION BAY BOULEVARD SOUTH SAN FRANCISCO, CA94158 Chief R&D Officer Signatures Mark A. Wilson, Attorney-in-Fact 10/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 220,657 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. ( 2 )As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 4,688 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until December 15, 2019 based on continued service. ( 3 )As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 12,500 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 31st day of each calendar month (or if there is no corresponding day in any such month, on the last day of such month) until May 31, 2020 based on continued service. ( 4 )As of October 1, 2019, 25,000 shares subject to this stock option are vested and exercisable. The remaining 21,875 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until November 15, 2020 based on continued service. ( 5 )As of October 1, 2019, 8,000 shares subject to this stock option are vested and exercisable. The remaining 7,500 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 13th day of each calendar month until December 13, 2020 based on continued service. ( 6 )As of October 1, 2019, 10,000 shares subject to this stock option are vested and exercisable. The remaining 11,250 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 16th day of each calendar month until March 16, 2021 based on continued service. ( 7 )As of October 1, 2019, 16,667 shares subject to this stock option are vested and exercisable. The remaining 19,792 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 18th day of each calendar month until April 18, 2021 based on continued service. ( 8 )As of October 1, 2019, 33,334 shares subject to this stock option are vested and exercisable. The remaining 43,750 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until June 15, 2021 based on continued service. ( 9 )As of October 1, 2019, 33,333 shares subject to this stock option are vested and exercisable. The remaining 54,167 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until November 15, 2021 based on continued service. ( 10 )As of October 1, 2019, 14,000 shares subject to this stock option are vested and exercisable. The remaining 23,625 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 15th day of each calendar month until December 15, 2021 based on continued service. ( 11 )As of October 1, 2019, 9,075 shares subject to this stock option are vested and exercisable. The remaining 39,325 shares subject to this stock option shall vest and become exercisable in substantially equal monthly installments on the 14th day of each calendar month until December 14, 2022 based on continued service.

Remarks: Exhibit 24.1 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.