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^*

BRANDT GORDON

(Last)

(First)

(Middle)

3830 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2007

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	12/17/2007		F		661⁽¹⁾	D	$3.6	22,504	D
Nastech Pharmaceutical Company Inc Common Stock	12/19/2007		A		18,000⁽²⁾	A	$0.00⁽³⁾	40,504	D

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	$3.86	12/19/2007		A		36,000⁽⁴⁾		⁽⁵⁾	12/19/2017	Common Stock	36,000	$3.86	129,699	D

Explanation of Responses:

1. On December 17, 2007, 2,500 restricted shares of common stock vested for the reporting person and the reporting person surrendered 661 of such shares to the Company as payment for the withholding taxes due in connection with such vesting.

2. On December 19, 2007, the reporting person was granted 18,000 restricted shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc. The restricted shares vest in three equal annual installments beginning on December 19, 2008.

3. N/A - restricted stock award

4. On December 19, 2007, the reporting person was granted (i) incentive options to purchase 9,313 shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc., (ii) non-qualified options to purchase 4,655 shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc. and (iii) non-qualified options to purchase 22,032 shares of common stock pursuant to the 2000 Nonqualified Stock Option Plan of Nastech Pharmaceutical Company Inc.

5. The options vest and become exercisable in three equal annual installments beginning on December 19, 2008.

Remarks:

	/s/ Bruce R. York Bruce R. York Attorney in Fact	12/20/2007
	** 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).
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