SEC Form 4 · accession 0001104659-15-012644
NPS PHARMACEUTICALS INC · NPSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francois Nader
Officer — President, CEO and Director · Director
Period of report
Feb 7, 2015
Accepted (ET)
Feb 20, 2015 · 4:47 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 | 20,301 | — | A | 233,656 | D | |
| Common Stock | Feb 7, 2015 | F | 7,263 | $45.85 | D | 226,393 | D | |
| Common Stock | Feb 12, 2015 | M | 5,625 | $3.25 | A | 232,018 | D | |
| Common Stock | Feb 12, 2015 | M | 24,466 | $3.34 | A | 256,484 | D | |
| Common Stock | Feb 12, 2015 | M | 3,262 | $8.21 | A | 259,746 | D | |
| Common Stock | Feb 12, 2015 | M | 653 | $38.27 | A | 260,399 | D | |
| Common StockF4 | Feb 12, 2015 | M | 9,798 | — | A | 270,197 | D | |
| Common Stock | Feb 12, 2015 | F | 4,943 | $45.85 | D | 265,254 | D | |
| Common StockF4 | Feb 13, 2015 | M | 24,301 | — | A | 289,555 | D | |
| Common Stock | Feb 13, 2015 | F | 12,600 | $45.88 | D | 276,955 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F5 | $3.25 | Feb 12, 2015 | M | 5,625 | D | — | Feb 12, 2020 | Common Stock | 5,625 | 67,636 | D |
| Employee Stock Options (right to buy)F6 | $3.34 | Feb 12, 2015 | M | 24,466 | D | — | Feb 19, 2020 | Common Stock | 24,466 | 191,534 | D |
| Employee Stock Options (right to buy)F7 | $8.21 | Feb 12, 2015 | M | 3,262 | D | — | Feb 7, 2022 | Common Stock | 3,262 | 104,438 | D |
| Employee Stock Options (right to buy)F8 | $38.27 | Feb 12, 2015 | M | 653 | D | — | Feb 12, 2024 | Common Stock | 653 | 106,643 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 12, 2015 | A | 80,912 | A | — | — | Common Stock | 80,912 | 80,912 | D |
| Restricted Stock UnitsF9,F11 | — | Feb 12, 2015 | M | 9,798 | D | — | — | Common Stock | 9,798 | 19,598 | D |
| Restricted Stock UnitsF9,F12 | — | Feb 13, 2015 | M | 24,301 | D | — | — | Common Stock | 24,301 | 24,302 | 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.
- F10Restricted 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.
- F11On 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.
- F12On 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.
- 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.
- F5On February 12, 2010, the Reporting Person received a grant of 90,000 stock options under the Issuer's 1998 Stock Option Plan. The options became exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter.
- F6On February 19, 2010, the Reporting Person was granted options to purchase shares of common stock under the Issuer's 2005 Omnibus Incentive Plan (the "Plan"), which are subject to both performance conditions and time-based vesting. The time vested options and performance conditioned options (once the performance criteria is met) will vest and become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.
- F7On February 7, 2012, the Reporting Person received a grant of 107,700 stock options under 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.
- F8On February 12, 2014, the Reporting Person received a grant of 107,296 stock options under the Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the date of grant and 6.25% every three months thereafter.
- F9Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.