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*
Nader Francois

(Last) (First) (Middle)
550 HILLS DRIVE

(Street)
BEDMINSTER NJ 07921

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NPS PHARMACEUTICALS INC [ NPSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Director
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013
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)
Code V Amount (A) or (D) Price
Common Stock 09/26/2013 M(1) 19,350 A $5.05 236,828 D
Common Stock 09/26/2013 M(1) 992 A $5.85 237,820 D
Common Stock 09/26/2013 S(1) 143,503 D $33.07(2) 94,317 D
Common Stock 09/26/2013 S(1) 6,497 D $33.6(3) 87,820 D
Common Stock 09/27/2013 M(1) 17,008 A $5.85 104,828 D
Common Stock 09/27/2013 M(1) 16,650 A $6.16 121,478 D
Common Stock 09/27/2013 M(1) 9,800 A $5.71 131,278 D
Common Stock 09/27/2013 S(1) 43,458 D $32.3558(4) 87,820 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $5.05 09/26/2013 M(1) 19,350 (5) 07/15/2018 Common Stock 19,350 $0 3,150 D
Stock Options $5.85 09/26/2013 M(1) 992 (6) 10/15/2018 Common Stock 992 $0 21,508 D
Stock Options $5.85 09/27/2013 M(1) 17,008 (6) 10/15/2018 Common Stock 17,008 $0 4,500 D
Stock Options $6.16 09/27/2013 M(1) 16,650 (7) 01/15/2019 Common Stock 16,650 $0 5,850 D
Stock Options $5.71 09/27/2013 M(1) 9,800 (8) 01/20/2019 Common Stock 9,800 $0 82,826 D
Explanation of Responses:
1. The shares were sold pursuant to a predefined price target in a trading plan qualified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, that was effective September 26, 2013.
2. The price shown above represents the weighted average price of the shares sold. The range of sales prices was $32.51 and $33.50. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
3. The price shown above represents the weighted average price of the shares sold. The range of sales prices was $33.52 and $33.69. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
4. The price shown above represents the weighted average price of the shares sold. The range of sales prices was $32.05 and $32.77. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
5. On July 15, 2008, the Reporting Person received a grant of 22,500 stock options under the Issuer's 1998 Stock Option Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the grant and 2% each month thereafter.
6. On October 15, 2008, the Reporting Person received a grant of 22,500 stock options under the Issuer's 1998 Stock Option Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the grant and 2% each month thereafter.
7. On January 15, 2009, the Reporting Person received a grant of 22,500 stock options under the Issuer's 1998 Stock Option Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the grant and 2% each month thereafter.
8. On January 20, 2009, the Reporting Person received a grant of performance based options under the Issuer's 1998 Stock Option Plan. The actual number of options received was 92,626, which was determined based on the performance of the Issuer's common stock relative to the performance of stock comprising a selected market index. 50% of such options vested and became exercisable on the second anniversary of the date of grant and the remaining 50% of such options vested and became exercisable on the third anniversary of the date of grant.
Remarks:
/s/ Francois Nader, by Edward Stratemeier as attorney-in-fact 09/30/2013
** 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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