X0306 4 2015-02-21 1 0000890465 NPS PHARMACEUTICALS INC NPSP 0001365343 Nader Francois 550 HILLS DRIVE BEDMINSTER NJ 07921 1 1 0 0 President, CEO and Director Common Stock 2015-02-21 4 U 0 276955 46.00 D 0 D Stock Options 38.27 2015-02-21 4 D 0 106643 D 2024-02-12 Common Stock 106643 0 D Stock Options 8.23 2015-02-21 4 D 0 196018 D 2023-02-13 Common Stock 196018 0 D Stock Options 8.21 2015-02-21 4 D 0 104438 D 2022-02-07 Common Stock 104438 0 D Stock Options 8.25 2015-02-21 4 D 0 133125 D 2021-02-17 Common Stock 133125 0 D Stock Options 3.34 2015-02-21 4 D 0 154284 D 2020-02-19 Common Stock 154284 0 D Stock Options 3.25 2015-02-21 4 D 0 67636 D 2020-02-12 Common Stock 67636 0 D Stock Options 5.71 2015-02-21 4 D 0 82826 D 2019-01-20 Common Stock 82826 0 D Stock Options 5.71 2015-02-21 4 D 0 109602 D 2019-01-20 Common Stock 109602 0 D Restricted Stock Units 2015-02-21 4 D 0 80912 D Common Stock 80912 0 D Restricted Stock Units 2015-02-21 4 D 0 19598 D Common Stock 19598 0 D Restricted Stock Units 2015-02-21 4 D 0 24302 D Common Stock 24302 0 D Performance Units 2015-02-21 4 D 0 27926 D Common Stock 27926 0 D Performance Units 2015-02-21 4 D 0 115432 D Common Stock 115432 0 D 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. 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. 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. 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. 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. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. On February 12, 2014, 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. 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. On February 13, 2013, the Performance Units were granted subject to vesting based on the Issuer's satisfaction of certain performance criteria during the performance periods. 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. 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. 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. On February 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. On February 19, 2010, 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. On February 12, 2010, 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. On January 20, 2009, 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. On January 20, 2009, the stock options were granted with one half vesting on the second anniversary of date of grant and one half vesting on the third anniversary of date of grant, with the actual number of options vesting on such dates determined based on specified performance criteria. /s/ Francois Nader, by Jill Thompson as attorney-in-fact 2015-02-24