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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) | $ 38.27 | 02/12/2014 | A | 12,876 | (3) | 02/12/2024 | Common Stock | 12,876 | $ 0 | 12,876 | D | ||||
Restricted Stock Units | (4) | 02/12/2014 | A | 4,703 | (5) | (5) | Common Stock | 4,703 | $ 0 | 4,703 | D | ||||
Restricted Stock Units | $ 0 | 02/13/2014 | M | 3,240 | (6) | (6) | Common Stock | 3,240 | $ 0 | 6,481 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rogus Joseph J 550 HILLS DRIVE BEDMINSTER, NJ 07921 |
VP, Technical Operations |
/s/ Joseph Rogus, by Jill Thompson as attorney-in-fact | 02/14/2014 | |
**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) | 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. |
(2) | Shares were withheld from the Reporting Person, in an exempt transaction under Rule 16b-3, solely to statisfy tax obligations arising from the vesting of the Restricted Stock Units described in this Form 4. |
(3) | Stock options granted under the 2005 Omnibus Incentive Plan, (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. |
(4) | Each Restricted Stock Unit was awarded under the Plan and represents a contingent right to receive one share of the Issuer's common stock. |
(5) | Restricted Stock Units awarded under the Plan will vest as follows: (i) one third will vest on the first anniversary of date of grant, one third on the second anniversary of date of grant, and 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. |
(6) | On February 13, 2013, the Restricted Stock Units were granted with one third vesting on the first anniversary of the date of grant, one third vesting on the second anniversary of the date of grant and the remaining vesting on the third anniversary of the date of grant. As of the date of this filing, 3,240 of the Restricted Stock Units have vested. |