Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kazam Joshua A
   2. Issuer Name and Ticker or Trading Symbol
Nile Therapeutics, Inc. [NLTX] 		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)
C/O TWO RIVER GROUP HOLDINGS, LLC, 689 FIFTH AVENUE, 12TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011
(Street)

NEW YORK, NY 10022		 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               1,328,228 D  
Common Stock               613,841 I By Kazam Family Trust
Common Stock               165,530 I By Spouse for Minor Child (1)
Common Stock               165,530 I By Kash Family Foundation (2)

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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
Stock Option (Right to Buy) $ 4.5               (3) 01/25/2018 Common Stock 50,000   50,000 D  
Stock Option (Right to Buy) $ 0.93             01/01/2010 12/22/2018 Common Stock 25,000   25,000 D  
Stock Option (Right to Buy) $ 1.77             07/21/2010 07/21/2019 Common Stock 65,000   65,000 D  
Stock Option (Right to Buy) $ 0.37             07/26/2011 07/26/2020 Common Stock 80,000   80,000 D  
Stock Option (Right to Buy) $ 0.73 05/10/2011   A   80,000   05/10/2012 05/10/2021 Common Stock 80,000 $ 0 80,000 D  
Warrant (Right to Buy) $ 1.25             07/07/2009 07/07/2014 Common Stock 49,407   49,407 D  
Warrant (Right to Buy) $ 1.71             07/07/2009 07/07/2014 Common Stock 49,407   49,407 D  
Warrant (Right to Buy) $ 2.28             07/07/2009 07/07/2014 Common Stock 98,814   98,814 D  
Warrant (Right to Buy) $ 0.94             04/27/2010 04/21/2015 Common Stock 15,000   15,000 D  
Warrant (Right to Buy) $ 1.375             07/15/2009 07/15/2019 Common Stock 31,650   31,650 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kazam Joshua A
C/O TWO RIVER GROUP HOLDINGS, LLC
689 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10022		   X     Chief Executive Officer  

Signatures

 /s/ Daron Evans as Attorney-in-Fact for Joshua A. Kazam pursuant to Power of Attorney previously filed.   05/12/2011
**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) Held by Reporting Person's spouse as custodian for the benefit of their minor child under the Uniform Gift to Minors Act. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary intrest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
(2) The Reporting Person is the Trustee of the Kash Family Foundation and controls the right to vote and dispose of the shares held by the Trust. However, the Reporting Person has no pecuniary interest in the shares held by the Foundation.
(3) Fully exercisable.

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