Statement of Changes in Beneficial Ownership (4)
February 09 2015 - 3:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rogus Joseph J
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2. Issuer Name
and
Ticker or Trading Symbol
NPS PHARMACEUTICALS INC
[
NPSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, GTO & Supply Chain Mngmt
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(Last)
(First)
(Middle)
550 HILLS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/5/2015
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(Street)
BEDMINSTER, NJ 07921
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/5/2015
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M
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16875
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A
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$8.25
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37026
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D
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Common Stock
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2/5/2015
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M
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11434
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A
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$8.23
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48460
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D
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Common Stock
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2/5/2015
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M
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4313
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A
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$3.34
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52773
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D
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Common Stock
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2/5/2015
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S
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32622
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D
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$45.8968
(1)
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20151
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to buy)
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$8.25
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2/5/2015
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M
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16875
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(2)
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2/17/2021
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Common Stock
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16875
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$0
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2813
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D
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Employee Stock Options (right to buy)
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$8.23
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2/5/2015
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M
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11434
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(3)
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2/13/2023
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Common Stock
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11434
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$0
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14702
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D
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Employee Stock Options (right to buy)
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$3.34
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2/5/2015
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M
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4313
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(4)
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2/19/2020
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Common Stock
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4313
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$0
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69738
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D
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Explanation of Responses:
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(
1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.89 to $45.93, inclusive. The reporting person undertakes to provide to NPS Pharmaceuticals, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
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(
2)
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On February 17, 2011, the reporting person received a grant of 45,000 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.
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(
3)
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On February 13, 2013, the reporting person received a grant of 26,136 stock options under the Issuer's 2005 Omnibus Incentive 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.
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(
4)
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On February 19, 2010, the reporting person was granted options to purchase shares of common stock under the Issuer's 2005 Omnibus Incentive Plan, which are subject to both performance conditions and time-based vesting. As of the date of this filing, the performance criteria and the time-based criteria for 112,125 of these options has been satisfied. These options vested and became exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rogus Joseph J
550 HILLS DRIVE
BEDMINSTER, NJ 07921
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SVP, GTO & Supply Chain Mngmt
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Signatures
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/s/ Joseph J. Rogus, by Jill Thompson as attorney-in-fact
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2/9/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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