SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

QUAY STEVEN C

(Last)

(First)

(Middle)

3450 MONTE VILLA PARKWAY

(Street)

BOTHELL

98021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NASTECH PHARMACEUTICAL CO INC [ NSTK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Nastech Pharmaceutical Company Inc Common Stock	03/16/2006		S⁽¹⁾		400	D	$15.87	517,600	D
Nastech Pharmaceutical Company Inc Common Stock	03/16/2006		S⁽¹⁾		1,550	D	$16.25	516,050	D
Nastech Pharmaceutical Company Inc Common Stock	03/16/2006		S⁽¹⁾		1,000	D	$16.26	515,050	D
Nastech Pharmaceutical Company Inc Common Stock	03/16/2006		S⁽¹⁾		2,000	D	$16.3	513,050	D
Nastech Pharmaceutical Company Inc Common Stock	02/01/2006		D		852⁽²⁾	D	$0.00⁽²⁾	165⁽³⁾	I	By spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nastech Pharmaceutical Company Inc Stock Options	$9.78	02/01/2006		D			1,333⁽²⁾	12/02/2004	12/02/2008	Common Stock	1,333	$9.78	2,667⁽⁴⁾	I	By spouse

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 4, 2005 that was established for the purpose of satisfying the reporting person?s payment obligations arising out of and in connection with a divorce and maintenance settlement decree.

2. On February 1, 2006, the reporting person's current spouse resigned as an employee of the Company and in connection with that resignation, forfeited to the Company 852 unvested restricted shares of common stock and 1,333 unvested nonqualified options to purchase common stock.

3. Represents shares of common stock owned by the reporting person's current spouse.

4. Represents vested options to purchase common stock owned by the reporting person's current spouse.

Remarks:

	/s/ Philip C. Ranker Philip C. Ranker Attorney in Fact	03/17/2006
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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