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*
GEMAYEL GEORGES

(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
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
Common Stock 02/13/2014 M 15,188 A (1) 15,188 D
Common Stock 02/13/2014 S (2) 6,188 D $37.7 9,000 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
Restricted Stock Units (3) 02/12/2014 A 4,572 (4) (4) Common Stock 4,572 $0 4,572 D
Restricted Stock Units $0 02/13/2014 M 15,188 (5) (5) Common Stock 15,188 $0 0 D
Explanation of Responses:
1. Each vested Restricted Stock Unit was 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 15, 2013.
3. Each Restricted Stock Unit was awarded under the Issuer's amended and restated 2005 Omnibus Incentive Plan and represents a contingent right to receive one share of the Issuer's common stock.
4. One hundred percent of the Restricted Stock Units will vest on the first anniversary of the 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.
5. On February 13, 2013, the Restricted Stock Units were granted with one hundred percent of such Restricted Stock Units vesting on the first anniversary of the date of grant. As of the date of this filing, all of the Restricted Stock Units have vested.
Remarks:
/s/Georges Gemayel, 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).
** 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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