NEKTAR THERAPEUTICS — Director's Dealing 2017

Nov 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEKTAR THERAPEUTICS (NKTR)
CIK: 0000906709
Period of Report: 2017-11-15

Reporting Person: Thomsen Jillian B. (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common Stock	A	15000	$0.00	Acquired	65838	Direct
2017-11-16	Common Stock	D	5289	$44.23	Disposed	60549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-15	Stock Option	$14.41	A	37500	Acquired	2024-12-12	Common Stock (37500)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs"), convertible on a one-for-one basis into shares of Common Stock of the Company. These RSUs, at the time of their grant on December 13, 2016, were subject to both performance-based and time-based vesting requirements. On November 15, 2017, the performance-based condition vesting was satisfied. The time-based vesting is on a quarterly pro-rata basis over a period of three (3) years from the date of grant.

F2: These restricted stock units ("RSUs") were granted on December 13, 2016 and the performance-based vesting requirement for these RSUs was satisfied on November 15, 2017 upon the Compensation Committee's certification of the successful acceptance of the New Drug Application by the FDA for Ciprofloxacin Dry Powder Inhalation (Cipro DPI).

F3: This number includes 988 shares held by the reporting person in the Issuer's 401(K) plan and 3,250 shares held by the reporting person in the Issuer's ESPP plan. The acquisition of these shares under both plans is exempt under Rule 16b-3(c).

F4: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs held by the reporting person. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

F5: This transaction was executed in multiple trades at prices ranging from $41.98 to $45.47. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and the prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F6: These options, at the time of their grant were subject to both performance-based and time-based vesting requirements. On November 15, 2017, the performance-based condition vesting was satisfied. The time-based vesting is on a monthly pro-rata basis over a period of four years from the grant date (December 13, 2016).

F7: These stock options were granted on December 13, 2016 and the performance-based vesting requirement for these stock options was satisfied on November 15, 2017 upon the Compensation Committee's certification of the successful acceptance of the New Drug Application by the FDA for Ciprofloxacin Dry Powder Inhalation (Cipro CPI).

F8: This stock option vests on a monthly pro-rata basis over a period of four years from the grant date.