SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kollender Richard S (Last) (First) (Middle) C/O QUAKER BIOVENTURES II, L.P. 2929 ARCH STREET (Street) PHILADELPHIA PA 19104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NUPATHE INC. [ PATH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/21/2014		U		5,321,193	D	$3.65(1)	0	I	By Quaker BioVentures II, L.P.(2)
Common Stock	02/21/2014		D		13,500	D	$3.65(3)	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Right to Buy)	$2.99	02/21/2014		D			13,500	02/21/2014	06/05/2023	Common Stock	13,500	$0.66(4)	0	D
Warrant (right to purchase)	$2	02/21/2014		J			2,500,000	04/23/2013	10/23/2017	Common Stock	2,500,000	$1.65(5)	0	I	By Quaker BioVentures II, L.P.(2)

Explanation of Responses:

1. In addition to the tender offer price of $3.65 per share, the Reporting Person may be eligible to receive up to $3.15 per share in contingent cash consideration payments upon the satisfaction of certain performance milestones.

2. The Reporting Person is a partner in Quaker Partners Management, L.P., which manages the investments of Quaker BioVentures II, L.P. Quaker Partners Management,L.P. has a pecuniary interest in securities of the Issuer owned by Quaker BioVentures II, L.P. The Reporting Person disclaims beneficial ownership of the securities held by Quaker BioVentures II, L.P., except to the extent of his pecuniary interest therein.

3. In connection with the merger of the Issuer with a subsidiary of Teva Pharmaceutical Industries Ltd., which merger was consummated on February 21, 2014 (the "Merger"), the Reporting Person's restricted stock units were vested and cancelled in exchange for a cash payment equal to $3.65 per share. In addition, the Reporting Person may be eligible to receive up to $3.15 per vested share in contingent cash consideration payments upon the satisfaction of certain performance milestones.

4. In connection with the Merger, the Reporting Person's stock options were vested and cancelled in exchange for a cash payment equal to the product of (i) the spread between the closing per share purchase price of $3.65 and the exercise price of the stock options and (ii) the number of shares underlying the stock options. In addtion, the Reporting Person may be eligible to receive up to $3.15 per vested stock option in contingent cash consideration payments upon the satisfaction of certain performance milestones.

5. In connection with the Merger, and as approved by the Issuer's board of directors, each of the warrants was cancelled in exchange for cash equal to the spread between the $3.65 tender offer price and the exercise price of the warrant. In addition, the Reporting Person may be eligible to receive up to $3.15 per share underlying such warrants in contingent cash consideration payments upon the satisfaction of certain performance milestones.

Remarks:

	/s/ Richard S. Kollender	02/24/2014
	** Signature of Reporting Person	Date
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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