SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BESHAR LUKE M

(Last)

(First)

(Middle)

550 HILLS DRIVE

(Street)

BEDMINSTER

07921

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NPS PHARMACEUTICALS INC [ NPSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2013

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/26/2013		M⁽¹⁾		29,250	A	$5.71	88,430	D
Common Stock	12/26/2013		M⁽¹⁾		8,624	A	$3.34	97,054	D
Common Stock	12/26/2013		S⁽¹⁾		37,874	D	$30.02⁽²⁾	59,180	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$5.71	12/26/2013		M⁽¹⁾			29,250	⁽³⁾	01/20/2019	Common Stock	29,250	$0	0	D
Stock Options	$3.34	12/26/2013		M⁽¹⁾			8,624	⁽⁴⁾	02/09/2020	Common Stock	8,624	$0	106,376	D

Explanation of Responses:

1. The shares were sold pursuant to a predefined price target in a trading plan qualified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, that was effective December 12, 2013.

2. The price shown above represents the weighted average price of the shares sold. The range of sales prices was $30.00 and $30.04. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.

3. On January 20, 2009, the Reporting Person received a grant of 73,125 performance-based stock options under the Issuer's 1998 Stock Option Plan. Options vest and become exercisable 50% on the second anniversary of the date of grant and 50% on the third anniversary of the grant date. The actual number of options that were determined based on performance of the Issuer's common stock relative to the performance of stock comprising a selected market index was 29,250. As of December 26, 2013 all 29,250 stock options have vested.

4. 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 December 26, 2013, the performance criteria and the time-based criteria for 64,687 of these options has been satisfied. The options become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.

Remarks:

	/s/ Luke Beshar, by Edward Stratemeier as attorney-in-fact	12/30/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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