Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nader Francois
  2. Issuer Name and Ticker or Trading Symbol
NPS PHARMACEUTICALS INC [NPSP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO and Director
(Last)
(First)
(Middle)
550 HILLS DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014
(Street)

BEDMINSTER, NJ 07921
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/13/2014   M   24,301 A (1) 245,423 D  
Common Stock 02/13/2014   F(2)   11,767 D $ 38.3 233,656 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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   107,296     (3) 02/12/2024 Common Stock 107,296 $ 0 107,296 D  
Restricted Stock Units (4) 02/12/2014   A   29,396     (5)   (5) Common Stock 29,396 $ 0 29,396 D  
Restricted Stock Units $ 0 02/13/2014   M     24,301   (6)   (6) Common Stock 24,301 $ 0 48,603 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nader Francois
550 HILLS DRIVE
BEDMINSTER, NJ 07921
  X     President, CEO and Director  

Signatures

 /s/ Francois Nader, by Jill Thompson as attorney-in-fact   02/14/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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 Issuer's amended and restated 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, 24,301 of the Restricted Stock Units have vested.

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