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
                                                                                  
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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 *

Yoon Seokho Bryan 		2. Issuer Name and Ticker or Trading Symbol

Nightstar Therapeutics plc [ NITE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

C/O NIGHTSTAR, INC., 203 CRESCENT STREET, SUITE 303 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/6/2019
(Street)

WALTHAM, MA 02453
(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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities 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 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 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)   $22.78   6/7/2019     D         160000      (1) 11/5/2027   Ordinary Shares   (2) 160000   $2.72   (3) 0   D    
Stock Option (Right to Buy)   $14.24   6/7/2019     D         15000      (1) 1/30/2028   Ordinary Shares   (2) 15000   $11.26   (3) 0   D    
Stock Option (Right to Buy)   $14.74   6/7/2019     D         85100      (1) 1/21/2029   Ordinary Shares   (2) 85100   $10.76   (3) 0   D    

Explanation of Responses:
(1)  In connection with the acquisition by Tungsten Bidco Limited of the entire issued and to be issued share capital of Nightstar Therapeutics plc (the "Issuer") on June 7, 2019 by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, all stock options were cancelled in exchange for a payment equal to $25.50 with respect to each ordinary share subject to the option award, less the applicable exercise price.
(2)  The ordinary shares, nominal value GBP 0.01 per share, of the Issuer may be represented by American Depositary Shares ("ADSs"). Each ADS represents one ordinary share of the Issuer.
(3)  Represents the payment per share received in exchange for the cancellation of each option of $25.50, less the applicable exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yoon Seokho Bryan
C/O NIGHTSTAR, INC.
203 CRESCENT STREET, SUITE 303
WALTHAM, MA 02453

General Counsel and Secretary

Signatures
/s/ Seokho Bryan Yoon 6/7/2019
** 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.
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.
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