Nightstar Therapeutics (NITE) Form 3/A Nightstar Therapeutics / DAVID A FELLOWS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FELLOWS DAVID A

(Last) (First) (Middle)

C/O NIGHTSTAR, INC.

203 CRESCENT STREET, SUITE 303

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
Nightstar Therapeutics plc [ NITE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/02/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares(1)	452,266(2)	D
Ordinary Shares(1)	8,610(3)	D
Ordinary Shares(1)	6(4)	D
Ordinary Shares(1)	10,547(5)	D
Ordinary Shares(1)	21,094(6)	D
Ordinary Shares(1)	28,125(7)	D
Ordinary Shares(1)	31,641(8)	D
Ordinary Shares(1)	82,839(9)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(10)	01/30/2028	Ordinary Shares(1)	220,000	14.24	D

Explanation of Responses:

1. The ordinary shares, nominal value GBP 0.01 per share, of the Issuer may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.

2. On January 2, 2019, a Form 3 was filed to report the equity holdings of the Reporting Person, which was amended on January 7, 2019 based on reports provided by the Issuer's equity administrator purporting to correct errors in the reports used to prepare the initial filing. The amended reports from the Issuer's equity administrator were also found to have errors, which have been corrected herein. This second Form 3/A amends and restates, in its entirety, the original Form 3 and Form 3/A.

3. Represent unvested restricted share awards granted on December 17, 2014. Shares shall vest on a pro rata quarterly basis through April 1, 2019.

4. Represent unvested restricted share awards granted on February 26, 2016. Shares shall vest on a pro rata quarterly basis through October 1, 2019.

5. Represent unvested restricted share awards granted on July 20, 2016. Shares shall vest on a pro rata quarterly basis through October 1, 2019.

6. Represent unvested restricted share awards granted on July 20, 2016. Shares shall vest on a pro rata quarterly basis through July 1, 2020.

7. Represent unvested restricted share awards granted on July 20, 2016. Shares shall vest on a pro rata quarterly basis through January 1, 2021.

8. Represent unvested restricted share awards granted on July 20, 2016. Shares shall vest on a pro rata quarterly basis through April 1, 2021.

9. Represent unvested restricted share awards granted on August 23, 2017. Shares shall vest on a pro rata quarterly basis through July 1, 2021.

10. 25% vested as of January 1, 2019. The remainder of the underlying shares will vest in in 36 equal monthly installments thereafter.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Bryan Yoon, Attorney-in-Fact	03/21/2019
	** 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 5 (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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