Sec Form 3 Filing - Wilson Mark Andrew @ NEKTAR THERAPEUTICS - 2020-03-31

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

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1. Name and Address of Reporting Person Wilson Mark Andrew 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 & General Counsel (Last) (First) (Middle) C/O NEKTAR THERAPEUTICS, 455 MISSION BAY BLVD SOUTH, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2020 (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 53,947 ( 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 $ 8.8 02/06/2017 02/05/2021 Common Stock 5,344 D Stock Option $ 16.31 12/09/2018 12/08/2022 Common Stock 37,500 D Stock Option $ 15.55 12/15/2019 12/14/2023 Common Stock 15,000 D Stock Option $ 15.45 ( 2 ) 07/14/2024 Common Stock 10,000 D Stock Option $ 12.24 ( 3 ) 12/12/2024 Common Stock 20,000 D Stock Option $ 56.9 ( 4 ) 12/14/2025 Common Stock 110,000 D Stock Option $ 56.9 ( 5 ) 12/14/2025 Common Stock 42,000 D Stock Option $ 36.51 ( 6 ) 12/13/2026 Common Stock 10,225 D Stock Option $ 21.79 ( 7 ) 12/11/2027 Common Stock 35,800 D Stock Option $ 21.79 ( 8 ) 12/11/2027 Common Stock 11,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Mark Andrew C/O NEKTAR THERAPEUTICS 455 MISSION BAY BLVD SOUTH, SUITE 100 SAN FRANCISCO, CA94158 SVP & General Counsel Signatures Mark Andrew Wilson 04/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This number includes 31,574 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. This number also includes 2,107 shares held by the reporting person in the Issuer's ESPP plan. The acquisition of these shares under the plan is exempt under Rule 16b-3(c). ( 2 )As of March 31, 2020, 9,166 shares subject to this stock option are vested and exercisable. The remaining 834 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until July 15, 2020 based on continued service. ( 3 )As of March 31, 2020, 16,250 shares subject to this stock option are vested and exercisable. The remaining 3,750 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 13, 2020 based on continued service. ( 4 )As of March 31, 2020, 61,875 shares subject to this stock option are vested and exercisable. The remaining 48,125 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 15, 2021 based on continued service. ( 5 )As of March 31, 2020, 23,625 shares subject to this stock option are vested and exercisable. The remaining 18,375 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 15, 2021 based on continued service. ( 6 )As of March 31, 2020, 3,195 shares subject to this stock option are vested and exercisable. The remaining 7,030 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 14, 2022 based on continued service. ( 7 )As of March 31, 2020, 2,237 shares subject to this stock option are vested and exercisable. The remaining 33,563 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 12, 2023 based on continued service. ( 8 )As of March 31, 2020, 725 shares subject to this stock option are vested and exercisable. The remaining 10,875 shares subject to the stock option shall vest and become exercisable in substantially equal monthly installments until December 12, 2023 based on continued servi ce.

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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