SEC Form 4 · accession 0001104659-15-013588

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 21, 2015

Accepted (ET)

Feb 24, 2015 · 9:17 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	276,955	$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^F1,F11	$38.27	Feb 21, 2015	D	106,643	D	—	Feb 12, 2024	Common Stock	106,643	D
Stock Options^F1,F12	$8.23	Feb 21, 2015	D	196,018	D	—	Feb 13, 2023	Common Stock	196,018	D
Stock Options^F1,F13	$8.21	Feb 21, 2015	D	104,438	D	—	Feb 7, 2022	Common Stock	104,438	D
Stock Options^F1,F14	$8.25	Feb 21, 2015	D	133,125	D	—	Feb 17, 2021	Common Stock	133,125	D
Stock Options^F1,F15	$3.34	Feb 21, 2015	D	154,284	D	—	Feb 19, 2020	Common Stock	154,284	D
Stock Options^F1,F16	$3.25	Feb 21, 2015	D	67,636	D	—	Feb 12, 2020	Common Stock	67,636	D
Stock Options^F1,F17	$5.71	Feb 21, 2015	D	82,826	D	—	Jan 20, 2019	Common Stock	82,826	D
Stock Options^F1,F18	$5.71	Feb 21, 2015	D	109,602	D	—	Jan 20, 2019	Common Stock	109,602	D
Restricted Stock Units^F4,F2,F3	—	Feb 21, 2015	D	80,912	D	—	—	Common Stock	80,912	D
Restricted Stock Units^F4,F2,F5	—	Feb 21, 2015	D	19,598	D	—	—	Common Stock	19,598	D
Restricted Stock Units^F4,F2,F6	—	Feb 21, 2015	D	24,302	D	—	—	Common Stock	24,302	D
Performance Units^F9,F7,F8	—	Feb 21, 2015	D	27,926	D	—	—	Common Stock	27,926	D
Performance Units^F9,F7,F10	—	Feb 21, 2015	D	115,432	D	—	—	Common Stock	115,432	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.
F10On 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.
F11On 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.
F12On 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.
F13On 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.
F14On 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.
F15On 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.
F16On 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.
F17On 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.
F18On 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.
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 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.
F7Each performance unit represents a contingent right to receive one share of the Issuer's common stock.
F8On 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.
F9In 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.