James G McArthur Form 3 Nightstar Therapeutics / James G McArthur 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^*

McArthur James G

(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
	Officer (give title below)	Other (specify below)

5. 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 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)	19,002	D
Ordinary Shares(1)	11,758(2)	D
Ordinary Shares(1)	6,477(3)	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)	(4)	02/27/2028	Ordinary Shares(1)	18,200	12.27	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. Represent unvested restricted share awards granted on November 15, 2016. Shares shall vest on a pro rata quarterly basis through October 1, 2020.

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

4. This option vests in full on the close of business a day before the Annual General Meeting of Shareholders.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Bryan Yoon, Attorney-in-Fact for James G. McArthur	01/02/2019
	** 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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