Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ X ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GLAXOSMITHKLINE PLC	2. Issuer Name and Ticker or Trading Symbol NUPATHE INC. [PATH]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 980 GREAT WEST ROAD	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2013
(Street) BRENTFORD MIDDLESEX, X0 TW8 9GS (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock			3 ⁽¹⁾				1151211	I	By S.R. One, Limited ⁽⁵⁾
Common Stock	1/26/2013		C4	1516806 ⁽⁴⁾	A	⁽³⁾	2668017	I	By S.R. One, Limited ⁽⁵⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$2.00			3 ⁽¹⁾			4/23/2013	10/23/2017	Common Stock	1500000		1500000	I	By S.R. One, Limited ⁽⁵⁾
Warrant (right to buy)	$7.45			3 ⁽¹⁾			⁽²⁾	8/20/2016	Common Stock	15635		15635	I	By S.R. One, Limited ⁽⁵⁾
Series A Preferred Stock				3 ⁽¹⁾			⁽³⁾	⁽³⁾	Common Stock			0	I	By S.R. One, Limited ⁽⁵⁾
Series A Preferred Stock		1/26/2013		C4		1500	⁽³⁾	⁽³⁾	Common Stock	1516806 ⁽⁴⁾	⁽³⁾	0	I	By S.R. One, Limited ⁽⁵⁾

Explanation of Responses:
( 1)	The reporting person became a 10% Owner as a result of its purchase on October 23, 2012 of 1,500 shares of Series A Preferred Stock convertible at the holder's option into 1,500,000 shares of Common Stock, par value $0.001 per share ("Common Stock") of NuPathe Inc. (the "Issuer").
( 2)	The Warrants are exercisable at the holder's option.
( 3)	Each 1/1,000 of a share of Series A Preferred Stock of the Issuer was convertible, at the holder's option, into such number of shares of Common Stock of the Issuer equal to (i) a $2.00 divided by the conversion price then in effect (which conversion price was initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share divided by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer elected to pay the dividend amount in cash upon conversion. The Series A Preferred Stock had no expiration date.
( 4)	Reflects the conversion of 1,500 shares of Series A Preferred Stock of the Issuer into 1,500,000 shares of Common Stock of the Issuer and the issuance by the Issuer of 16,806 shares of Common Stock as accrued but unpaid dividends on such shares of Series A Preferred Stock of the Issuer.
( 5)	Shares are held by S.R. One Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc (Reporting Person).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD MIDDLESEX, X0 TW8 9GS		X

Signatures
/s/ Simon Dingemans, Chief Financial Officer		2/14/2014
^** 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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