Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
TANEN DAVID M
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O TWO RIVER GROUP HOLDINGS, LLC, 689 FIFT AVENUE, 12TH FLOOR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
(Street)


NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.5 09/24/2009   D4 (1)   50,000   (2) 01/25/2018 Common Stock
50,000
$ 0 0
D
 
Stock Option (Right to Buy) $ 4.5 09/24/2009   A4 (1) 50,000     (1) 09/24/2014 Common Stock
50,000
$ 0 50,000
D
 
Stock Option (Right to Buy) $ 0.93 09/24/2009   D4 (1)   25,000   (1) 12/22/2018 Common Stock
25,000
$ 0 0
D
 
Stock Option (Right to Buy) $ 0.93 09/24/2009   A4 (1) 25,000     (1) 09/24/2014 Common Stock
25,000
$ 0 25,000
D
 
Stock Option (Right to Buy) $ 1.77 09/24/2009   D4 (1)   65,000   (1) 07/21/2019 Common Stock
65,000
$ 0 0
D
 
Stock Option (Right to Buy) $ 1.77 09/24/2009   A4 (1) 65,000     (1) 09/24/2014 Common Stock
65,000
$ 0 65,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANEN DAVID M
C/O TWO RIVER GROUP HOLDINGS, LLC
689 FIFT AVENUE, 12TH FLOOR
NEW YORK, NY 10022		   X      

Signatures

/s/ David M. Tanen 02/12/2010
**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) The reported transactions involve amendments to previously granted stock options, resulting in the deemed cancellation of the "old" stock options and the grant of replacement stock options. In connection with the Reporting Person's resignation from the Board of Directors on September 24, 2009, the Company amended the stock options to provide for the acceleration of all unvested portions and to extend the exercise period to September 24, 2014. All stock options are exercisable as of September 24, 2009, the date of the amendments.
(2) The stock option was originally granted on January 25, 2008, and provided for vesting in three equal installments on September 17, 2008, September 17, 2009, and September 17, 2010.

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