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)
	President, NPS Pharma Int'l

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2015

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	02/21/2015		U		30,029	D	$46	0	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)
Stock Options (right to buy)	$38.27	02/21/2015		D			22,099	⁽¹⁰⁾	02/12/2024	Common Stock	22,099	⁽¹⁾	0	D
Stock Options (right to buy)	$8.23	02/21/2015		D			55,564	⁽¹¹⁾	02/13/2023	Common Stock	55,564	⁽¹⁾	0	D
Stock Options (right to buy)	$8.21	02/21/2015		D			6,475	⁽¹²⁾	02/07/2022	Common Stock	6,475	⁽¹⁾	0	D
Stock Options (right to buy)	$6.92	02/21/2015		D			160,000	⁽¹³⁾	10/17/2021	Common Stock	160,000	⁽¹⁾	0	D
Restricted Stock Units	⁽²⁾	02/21/2015		D			4,362	⁽³⁾	⁽³⁾	Common Stock	4,362	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	02/21/2015		D			5,575	⁽⁵⁾	⁽⁵⁾	Common Stock	5,575	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	02/21/2015		D			8,101	⁽⁶⁾	⁽⁶⁾	Common Stock	8,101	⁽⁴⁾	0	D
Performance Units	⁽⁷⁾	02/21/2015		D			10,000	⁽⁸⁾	⁽⁸⁾	Common Stock	10,000	⁽⁹⁾	0	D

Explanation of Responses:

1. In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. (the "Issuer") on February 21, 2015, each outstanding stock option, whether vested or unvested, was cancelled in exchange for a single lump sum cash payment in an amount equal to the product of (1) the number of shares of the Issuer's common stock subject to such stock option and (2) the execess, if any, of $46.00 over the exercise price per share of such stock option.

2. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

3. On February 12, 2015, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniversary of date of grant and (iii) one third on the third anniversary of date of grant.

4. In connection with the merger of Knight Newco 2, Inc. with and into the Issuer on February 21, 2015, each outstanding Restricted Stock Unit was cancelled in exchange for a lump sum cash payment in an amount equal to the product of (1) $46.00 and (2) the number of shares of common stock subject to such Restricted Stock Unit.

5. On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.

6. On February 13, 2013, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.

7. Each performance unit represents a contingent right to receive one share of the Issuer's common stock.

8. On August 7, 2013, the Performance Units were granted subject to vesting based on the satisfaction of certain performance criteria by the Issuer and/or the reporting person during the performance periods.

9. In connection with the merger of Knight Newco 2, Inc. with and into the Issuer on February 21, 2015, each outstanding Performance Unit was cancelled in exchange for a lump sum cash payment in an amount equal to the product of (1) $46.00 and (2) the number of shares of common stock subject to such Performance Unit, which number was determined as if the applicable performance objectives had been achieved at the target performance level.

10. On February 12, 2014, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.

11. On February 13, 2013, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.

12. On February 7, 2012, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.

13. On October 17, 2011, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.

	/s/ Eric Pauwels, by Jill Thompson as attorney-in-fact	02/24/2015
	** Signature of Reporting Person	Date
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