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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1. Name and Address of Reporting Person * Hollingsworth Jane H   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 __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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   23,589 A (1) 179,549 (2) D   Common Stock 08/11/2010   C   7,631 A (3) 187,180 (2) D   Common Stock 08/11/2010   C   6,420 A $ 8 (4) 193,600 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 A Convertible Preferred Stock

$ 0 (1)

08/11/2010

C

$ 143,668

(1)

(1)

Common Stock

23,589

$ 0

0

D

Series B Convertible Preferred Stock

$ 0 (3)

08/11/2010

C

$ 53,763

(3)

(3)

Common Stock

7,631

$ 0

0

D

Convertible Promissory Note

$ 8

08/11/2010

C

$ 51,366

(4)

12/31/2010

Common Stock

6,420

$ 0

0

D

Warrant (Right to Buy)

$ 7.45

08/20/2009

08/20/2016

Common Stock

156 (5)

156

D

Stock Option (Right to Buy)

$ 0.8

01/02/2010

07/19/2005

Common Stock

12,476

12,476

D

Stock Option (Right to Buy)

$ 1.92

(6)

09/11/2018

Common Stock

234,547

234,547

D

Stock Option (Right to Buy)

$ 1.92

01/29/2009

01/29/2019

Common Stock

8,359

8,359

D

Stock Option (Right to Buy)

$ 10

(7)

08/05/2020

Common Stock

49,907

49,907

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hollingsworth Jane H 227 WASHINGTON STREET SUITE 200 CONSHOHOCKEN, PA 19428	X		Chief Executive Officer

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 A 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 3,119 shares of unvested restricted stock subject to performance-based vesting restrictions.
(3)	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.
(4)	The Convertible Promissory Note, including all accrued and unpaid interest thereon, converted automatically into Common Stock upon the closing of the Issuer's initial public offering.
(5)	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.
(6)	The Stock Option vested 4.17% on September 11, 2008, the grant date, with the remainder to vest in equal monthly increments through September 11, 2012.
(7)	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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