SEC Form 4 · accession 0001104659-15-013585

NPS PHARMACEUTICALS INC · NPSP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Susan E Graf

Officer — VP,Corp Development & Strategy

Period of report

Feb 21, 2015

Accepted (ET)

Feb 24, 2015 · 9:16 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	4,761	$46.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (right to buy)^F1,F7	$14.90	Feb 21, 2015	D	41,289	D	—	Jun 17, 2023	Common Stock	41,289	D
Stock Options (right to buy)^F1,F8	$38.27	Feb 21, 2015	D	11,874	D	—	Feb 12, 2024	Common Stock	11,874	D
Restricted Stock Units^F4,F2,F3	—	Feb 21, 2015	D	10,905	D	—	—	Common Stock	10,905	D
Restricted Stock Units^F4,F2,F5	—	Feb 21, 2015	D	2,893	D	—	—	Common Stock	2,893	D
Restricted Stock Units^F4,F2,F6	—	Feb 21, 2015	D	11,577	D	—	—	Common Stock	11,577	D

Explanation of responses

F1In 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.
F2Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
F3On 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.
F4In 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.
F5On 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.
F6On June 17, 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.
F7On June 17, 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.
F8On 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.