SEC FORM 4

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^*

Pauwels Eric

(Last)

(First)

(Middle)

550 HILLS DRIVE

(Street)

BEDMINSTER

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	02/13/2014		M		8,100	A	⁽¹⁾	31,732	D
Common Stock	02/13/2014		F⁽²⁾		2,828	D	$38.3	28,904	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$38.27	02/12/2014		A		22,890		⁽³⁾	02/12/2024	Common Stock	22,890	$0	22,890	D
Restricted Stock Units	⁽⁴⁾	02/12/2014		A		8,362		⁽⁵⁾	⁽⁵⁾	Common Stock	8,362	$0	8,362	D
Restricted Stock Units	$0	02/13/2014		M			8,100	⁽⁶⁾	⁽⁶⁾	Common Stock	8,100	$0	16,201	D

Explanation of Responses:

1. Each vested Restricted Stock Unit is the economic equivalent of one share of common stock of NPS Pharmaceuticals, Inc. (the "Issuer"). The vested Restricted Stock Units were settled for shares of the Issuer's common stock.

2. Shares were withheld from the Reporting Person, in an exempt transaction under Rule 16b-3, solely to statisfy tax obligations arising from the vesting of the Restricted Stock Units described in this Form 4.

3. Stock options granted under the 2005 Omnibus Incentive Plan (the "Plan"). The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter.

4. Each Restricted Stock Unit was awarded under the Plan and represents a contingent right to receive one share of the Issuer's common stock.

5. Restricted Stock Units awarded under the Plan will vest as follows: (i) one third will vest on the first anniversary of date of grant, one third on the second anniversary of date of grant, and one third on the third anniversary of date of grant. Vested shares will be delivered to the Reporting Person as soon as administratively practicable following the vesting of the Restricted Stock Units.

6. On February 13, 2013, the Restricted Stock Units were granted with one third vesting on the first anniversary of the date of grant, one third vesting on the second anniversary of the date of grant and the remaining vesting on the third anniversary of the date of grant. As of the date of this filing, 8,100 of the Restricted Stock Units have vested.

Remarks:

	/s/Eric Pauwels, by Jill Thompson as attorney-in-fact	02/14/2014
	** 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).
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