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^*

Ranker Philip C

(Last)

(First)

(Middle)

3830 MONTE VILLA PKWY

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

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	02/06/2007		A		12,000⁽¹⁾	A	$0.00⁽²⁾	47,894	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 Pharmeceutical Company Inc Stock Options	$13.16	02/06/2007		A		19,264⁽³⁾		⁽⁴⁾	02/06/2017	Common Stock	19,264	$13.16	54,397	D

Explanation of Responses:

1. On February 6, 2007, the reporting person was granted 12,000 restricted shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc. The restricted shares vest as follows: 4,000 shares vest on February 6, 2008, 2009 and 2010.

2. N/A - restricted shares award

3. On February 6, 2007, the reporting person was granted (i) incentive options to purchase 3,844 shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc., (ii) non-qualified options to purchase 7,689 shares of common stock pursuant to the 2004 Stock Incentive Plan of Nastech Pharmaceutical Company Inc., (iii) incentive options to purchase 2,761 shares of common stock pursuant to the 2002 Stock Option Plan of Nastech Pharmaceutical Company Inc., and (iv) non-qualified options to purchase 4,970 shares of common stock pursuant to the 2002 Stock Option Plan of Nastech Pharmaceutical Company Inc.

4. The options vest as follows: 6,422 options vest and become exercisable on February 6, 2008 and 6,421 options vest and become exercisable on February 6, 2009 and 2010.

Remarks:

	Bruce R. York /s/ Bruce R. York Attorney in Fact	02/08/2007
	** 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).
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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