NEKTAR THERAPEUTICS — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEKTAR THERAPEUTICS (NKTR)
CIK: 0000906709
Period of Report: 2013-02-06

Reporting Person: Doberstein Stephen K (Chief Scientific Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-06	Stock Option	$8.80	A	50000	Acquired	2021-02-05	Common Stock (50000)	Direct
2013-02-06	Stock Option	$8.80	A	50000	Acquired	2021-02-05	Common Stock (50000)	Direct

Footnotes

F1: This option was granted on February 6, 2013 and vests in monthly installments over the four-year period following the grant date.

F2: This stock option is subject to both time-based vesting and performance-based vesting conditions, both of which must be met before the shares subject to the option become vested and exerciseable. The time-based vesting is on a monthly pro-rata basis over a period of four (4) years from the grant date (February 6, 2013). The performance-based vesting condition will be met only if Nektar (or a licensee) files a new drug registration with the FDA or the European Medicines Agency for a significant drug candidate program including, without limitation, the following: (1) naloxegol (an oral peripherally-acting opioid antagonist); (2) etirinotecan pegol (a topoisomerase I inhibitor); (3) NKTR-061/Amikacin Inhale (a drug-device combination for an inhaled solution of amikacin); or (4) BAX-855 (a longer-acting (PEGylated) form of a full-length recombinant factor VIII (rFVIII) protein).