SEC Form 4 · accession 0001104659-15-013590
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 21, 2015
Accepted (ET)
Feb 24, 2015 · 9:18 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 | 21,663 | $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)F1,F7 | $38.27 | Feb 21, 2015 | D | 11,875 | D | — | Feb 12, 2024 | Common Stock | 11,875 | 0 | D |
| Stock Options (right to buy)F1,F8 | $8.23 | Feb 21, 2015 | D | 13,068 | D | — | Feb 13, 2023 | Common Stock | 13,068 | 0 | D |
| Stock Options (right to buy)F1,F9 | $8.21 | Feb 21, 2015 | D | 5,000 | D | — | Feb 7, 2022 | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF4,F2,F3 | — | Feb 21, 2015 | D | 4,362 | D | — | — | Common Stock | 4,362 | 0 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Feb 21, 2015 | D | 3,136 | D | — | — | Common Stock | 3,136 | 0 | D |
| Restricted Stock UnitsF4,F2,F6 | — | Feb 21, 2015 | D | 3,241 | D | — | — | Common Stock | 3,241 | 0 | 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 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.
- F7On 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.
- F8On 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.
- F9On 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.