SEC Form 4 · accession 0001104659-15-012643
NPS PHARMACEUTICALS INC · NPSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph J Rogus
Officer — SVP, GTO & Supply Chain Mngmt
Period of report
Feb 7, 2015
Accepted (ET)
Feb 20, 2015 · 4:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890465
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 7, 2015 | J | 3,767 | — | A | 20,151 | D | |
| Common Stock | Feb 7, 2015 | F | 1,132 | $45.85 | D | 19,019 | D | |
| Common StockF4 | Feb 12, 2015 | M | 1,567 | — | A | 20,586 | D | |
| Common Stock | Feb 12, 2015 | F | 705 | $45.85 | D | 19,881 | D | |
| Common StockF4 | Feb 13, 2015 | M | 3,240 | — | A | 23,121 | D | |
| Common Stock | Feb 13, 2015 | F | 1,458 | $45.88 | D | 21,663 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Feb 12, 2015 | M | 1,567 | D | — | — | Common Stock | 1,567 | 3,136 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 12, 2015 | A | 4,362 | A | — | — | Common Stock | 4,362 | 4,362 | D |
| Restricted Stock UnitsF5,F8 | — | Feb 13, 2015 | M | 3,240 | D | — | — | Common Stock | 3,240 | 3,241 | D |
Explanation of responses
- F1Shares acquired upon vesting of Restricted Stock Units granted to the Reporting Person on February 7, 2012 and reported on a Form 4 filed on February 9, 2012.
- F2The Reporting Person reported all Restricted Stock Units granted to the Reporting Person on February 7, 2012 in Table I of the Form 4 filed on February 9, 2012. As such, no adjustment to the Reporting Person's beneficial ownership needs to be made to reflect this vesting event.
- F3Shares were withheld from the Reporting Person, in an exempt transaction under Rule 16b-3, solely to satisfy tax obligations arising from the vesting of the Restricted Stock Units described in this Form 4.
- F4Each 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.
- F5Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
- F6On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of the date of grant, (ii) one third vesting on the second anniversary of the date of grant and (iii) the remaining vesting on the third anniversary of the date of grant.
- F7Restricted Stock Units will vest as follows: (i) one third will vest 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. Vested shares will be delivered to the Reporting Person as soon as administratively practicable following the vesting of the Restricted Stock Units.
- F8On February 13, 2013, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of the date of grant, (ii) one third vesting on the second anniversary of the date of grant and (iii) the remaining vesting on the third anniversary of the date of grant.