Ownership Submission
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, 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 *
  SABBY MANAGEMENT, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2012
3. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [path]
(Last)
(First)
(Middle)
10 MOUNTAINVIEW ROAD, SUITE 205
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

UPPER SADDLE RIVER, NJ 07458
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Series A Preferred Stock 10/23/2012(5)   (3) Common Stock 2,500,000 (1) $ 2 I Investment Manager (1) (2)
Warrant 04/23/2013 10/23/2017 Common Shares 2,500,000 (4) $ 2 I (2) (4) Investment Manager

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD
SUITE 205
UPPER SADDLE RIVER, NJ 07458
    X    
Sabby Healthcare Volatility Master Fund, Ltd.
C/O SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD, SUITE 205
UPPER SADDLE RIVER, NJ 07458
    X    
Mintz Hal
C/O SABBY MANAGEMENT, LLC
10 MOUNTAINVIEW ROAD, SUITE 205
UPPER SADDLE RIVER, NJ 07458
    X    

Signatures

/s/ Robert Grundstein, Chief Operating Officer 10/25/2012
**Signature of Reporting Person Date

/s/ Barbars Austin, as Authorized Person of a Director 10/25/2012
**Signature of Reporting Person Date

/s/ Hal Mintz 10/25/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Sabby Healthcare Volatility Master Fund, Ltd. owns Series A Preferred Stock convertible into 2,000,000 common shares and Sabby Volatility Warrant Master Fund owns Series A Preferred Stock convertible into 500,000 common shares.
(2) The securities are held by Sabby Healthcare Volatility Master Fund, Ltd. ("SHVMF") and Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"). Sabby Management, LLC serves as investment manager of SHVMF and SVWMF, Hal Mintz is the manager of Sabby Management, LLC and Hal Mintz and Sabby Management, LLC disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein.
(3) There is no expiration date.
(4) SHVMF owns warrants exercisable into 2,000,000 common shares and SVWMF owns warrants exercisable into 500,000 common shares. The warrants contain a limitation on exercise prohibiting any holder from exercising warrants if as a result of such exercise the holder and is affiliates would in the aggregate exceed 4.999% of the issuer's outstanding common stock.
(5) This is the first date the securities can be converted.

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