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^*

Gelone Steven P.

(Last)

(First)

(Middle)

414 COMMERCE DR.

SUITE 120

(Street)

FORT WASHINGTON

19034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nabriva Therapeutics plc [ NBRV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2022

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)

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)
Share Options	$0.45	01/28/2022⁽¹⁾		A		93,400		⁽²⁾	01/27/2032	Ordinary Shares	93,400⁽¹⁾	$0	93,400⁽¹⁾	D
Restricted Stock Units	⁽³⁾	01/28/2022⁽³⁾		A		46,700		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	46,700⁽³⁾	$0	46,700⁽³⁾	D

Explanation of Responses:

1. The option was granted on January 28, 2022, subject to shareholder approval; provided, that if such shareholder approval is not obtained, the option will remain outstanding and convert into a cash-settled share appreciation right.

2. Subject to the reporting person's continued employment with Nabriva Therapeutics plc (the "Issuer"), the option will vest over a four-year period beginning January 28, 2023. Twenty-five percent (25%) of the option will vest on the one (1) year anniversary of the date of grant, and the remaining seventy-five percent (75%) of the option will vest on a monthly pro-rata basis over the remaining vesting period.

3. The restricted stock units ("RSU") were granted on January 28, 2022, and each RSU represents a contingent right to receive one ordinary share of the Issuer subject to shareholder approval; provided, that if such shareholder approval is not obtained, then each RSU will represent the right to receive the economic equivalent of one ordinary share of the Issuer in cash on the applicable vesting date.

4. Subject to the reporting person's continued employment with the Issuer, the RSUs will vest in equal annual installments over four years with the first installment vesting on January 28, 2023.

	/s/ J. Christopher Naftzger, by power of attorney	02/01/2022
	** 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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