SEC Form 4 · accession 0001104659-15-013583
NPS PHARMACEUTICALS INC · NPSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Georges Gemayel
Director
Period of report
Feb 21, 2015
Accepted (ET)
Feb 24, 2015 · 9:15 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 Stock | Feb 21, 2015 | U | 9,000 | $46.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2,F1 | $6.95 | Feb 21, 2015 | D | 56,500 | D | — | Feb 28, 2022 | Common Stock | 56,500 | 0 | D |
| Restricted Stock UnitsF5,F3,F4 | — | Feb 21, 2015 | D | 3,816 | D | — | — | Common Stock | 3,816 | 0 | D |
| Deferred Stock UnitsF8,F6,F7 | — | Feb 21, 2015 | D | 5,624 | D | — | — | Common Stock | 5,624 | 0 | D |
Explanation of responses
- F1On February 28, 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.
- F2In 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.
- F3Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
- F4On February 12, 2015, the Restricted Stock Units were granted with one hundred percent vesting on the first anniversary of date of grant.
- F5In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. 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.
- F6Each Deferred Stock Unit represents a right to receive one share of the Issuer's common stock.
- F7Deferred Stock Units are vested in full on the date of grant and will be settled in the Issuer's common stock upon (1) separation from service on the Board, (2) death, (3) disability or (4) a sale of substantially all the assets of the Issuer.
- F8In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. on February 21, 2015, each outstanding Deferred 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 Deferred Stock Unit.