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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (right to buy) | $ 3.25 | 02/12/2015 | M | 5,625 | (5) | 02/12/2020 | Common Stock | 5,625 | $ 0 | 67,636 | D | ||||
Employee Stock Options (right to buy) | $ 3.34 | 02/12/2015 | M | 24,466 | (6) | 02/19/2020 | Common Stock | 24,466 | $ 0 | 191,534 | D | ||||
Employee Stock Options (right to buy) | $ 8.21 | 02/12/2015 | M | 3,262 | (7) | 02/07/2022 | Common Stock | 3,262 | $ 0 | 104,438 | D | ||||
Employee Stock Options (right to buy) | $ 38.27 | 02/12/2015 | M | 653 | (8) | 02/12/2024 | Common Stock | 653 | $ 0 | 106,643 | D | ||||
Restricted Stock Units | (9) | 02/12/2015 | A | 80,912 | (10) | (10) | Common Stock | 80,912 | $ 0 | 80,912 | D | ||||
Restricted Stock Units | (9) | 02/12/2015 | M | 9,798 | (11) | (11) | Common Stock | 9,798 | $ 0 | 19,598 | D | ||||
Restricted Stock Units | (9) | 02/13/2015 | M | 24,301 | (12) | (12) | Common Stock | 24,301 | $ 0 | 24,302 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nader Francois 550 HILLS DRIVE BEDMINSTER, NJ 07921 |
X | President, CEO and Director |
/s/ Francois Nader, by Jill Thompson as attorney-in-fact | 02/19/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares acquired upon vesting of Restricted Stock Units granted to the Reporting Person on February 7, 2012 and reported on a Form 4 filed on February 9, 2012. |
(2) | The Reporting Person reported all Restricted Stock Units granted to the Reporting Person on February 7, 2012 in Table I of the Form 4 filed on February 9, 2012. As such, no adjustment to the Reporting Person's beneficial ownership needs to be made to reflect this vesting event. |
(3) | Shares were withheld from the Reporting Person, in an exempt transaction under Rule 16b-3, solely to satisfy tax obligations arising from the vesting of the Restricted Stock Units described in this Form 4. |
(4) | Each vested Restricted Stock Unit is the economic equivalent of one share of common stock of NPS Pharmaceuticals, Inc. (the "Issuer"). The vested Restricted Stock Units were settled for shares of the Issuer's common stock. |
(5) | On February 12, 2010, the Reporting Person received a grant of 90,000 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. |
(6) | On February 19, 2010, the Reporting Person was granted options to purchase shares of common stock under the Issuer's 2005 Omnibus Incentive Plan (the "Plan"), which are subject to both performance conditions and time-based vesting. The time vested options and performance conditioned options (once the performance criteria is met) will vest and become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. |
(7) | On February 7, 2012, the Reporting Person received a grant of 107,700 stock options under the Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter. |
(8) | On February 12, 2014, the Reporting Person received a grant of 107,296 stock options under the Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the date of grant and 6.25% every three months thereafter. |
(9) | Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. |
(10) | Restricted Stock Units will vest as follows: (i) one third will vest 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. Vested shares will be delivered to the Reporting Person as soon as administratively practicable following the vesting of the Restricted Stock Units. |
(11) | On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of the date of grant, (ii) one third vesting on the second anniversary of the date of grant and (iii) the remaining vesting on the third anniversary of the date of grant. |
(12) | On February 13, 2013, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of the date of grant, (ii) one third vesting on the second anniversary of the date of grant and (iii) the remaining vesting on the third anniversary of the date of grant. |