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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 | ||||||||
Stock Options (right to buy) | $ 4.24 | 02/21/2015 | D | 36,000 | (1) | 09/23/2019 | Common Stock | 36,000 | (2) | 0 | D | ||||
Restricted Stock Units | (3) | 02/21/2015 | D | 3,816 | (4) | (4) | Common Stock | 3,816 | (5) | 0 | D | ||||
Deferred Stock Units | (6) | 02/21/2015 | D | 167,608 | (7) | (7) | Common Stock | 167,608 | (8) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BONNEY MICHAEL W 65 HAYDEN AVE LEXINGTON, MA 02421 |
X |
/s/ Michael W. Bonney, by Jill Thompson as attorney-in-fact | 02/24/2015 | |
**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) | On September 23, 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. |
(2) | In 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. |
(3) | Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. |
(4) | On February 12, 2015, the Restricted Stock Units were granted with one hundred percent vesting on the first anniversary of date of grant. |
(5) | In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. 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. |
(6) | Each Deferred Stock Unit represents a right to receive one share of the Issuer's common stock. |
(7) | Deferred Stock Units are vested in full on the date of grant and will be settled in the Issuer's common stock upon (1) separation from service on the Board, (2) death, (3) disability or (4) a sale of substantially all the assets of the Issuer. |
(8) | In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. on February 21, 2015, each outstanding Deferred 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 Deferred Stock Unit. |