Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Felker Ezra H.
   2. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [PATH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Business Development
(Last)
(First)
(Middle)
227 WASHINGTON STREET, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
08/11/2010
(Street)

CONSHOHOCKEN, PA 19428		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/11/2010   C   433 A (1) 7,919 (2) D  
Common Stock 08/11/2010   C   6,435 A (1) 6,435 I Held by Mr. Felker in his IRA Account

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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 Underlying Securities
(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 of Derivative Security: 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
Series B Convertible Preferred Stock $ 0 (1) 08/11/2010   C     3,223   (1)   (1) Common Stock 433 $ 0 0 D  
Warrant (Right to Buy) $ 7.45             08/20/2009 08/20/2016 Common Stock 140 (3)   140 D  
Stock Option (Right to Buy) $ 0.96             01/02/2010 01/02/2016 Common Stock 12,476   12,476 D  
Stock Option (Right to Buy) $ 1.44               (4) 10/12/2016 Common Stock 13,100   13,100 D  
Stock Option (Right to Buy) $ 1.92               (5) 09/11/2018 Common Stock 46,699   46,699 D  
Stock Option (Right to Buy) $ 1.92             01/29/2009 01/29/2019 Common Stock 4,491   4,491 D  
Stock Option (Right to Buy) $ 10               (6) 08/05/2020 Common Stock 8,109   8,109 D  
Series B Convertible Preferred Stock $ 0 (1) 08/11/2010   C     45,164   (1)   (1) Common Stock 6,435 $ 0 0 I Held by Mr. Felker in his IRA Account

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Felker Ezra H.
227 WASHINGTON STREET
SUITE 200
CONSHOHOCKEN, PA 19428		       VP Business Development  

Signatures

 /s/ Suzanne M. Hanlon, Attorney-in-Fact for the Reporting Person   08/11/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares of Series B Convertible Preferred Stock, including all accrued and unpaid dividends thereon, converted automatically into Common Stock, on a 1-for-8.0149 basis, upon the closing of the Issuer's initial public offering, and had no expiration date.
(2) Includes 1,871 shares of unvested restricted stock subject to performance-based vesting restrictions.
(3) The Series B Convertible Preferred Stock Warrant held by the reporting person and previously reported on a Form 3 converted automatically into a warrant to purchase shares of Common Stock upon the closing of the Issuer's initial public offering.
(4) The Stock Option vested 25% on each of October 12, 2007, 2008, 2009 and will vest 25% on October 12, 2010.
(5) The Stock Option vested 4.17% on September 11, 2008, the grant date, with the remainder to vest in equal monthly increments through July 8, 2012.
(6) The Stock Option vests 25% on August 5, 2011, and in 12 equal quarterly increments over the 12 quarters following August 5, 2011.

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