SC 13G/A 1 sch13ga_012802.txt AMENDMENT NO. 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) NPS Pharmaceuticals, Inc. ------------------------- (Name of Issuer) COMMON STOCK ($0.001 Par Value) ------------------------------- (Title of Class of Securities) 62936P103 --------- (CUSIP Number) December 31, 2001 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1 (b) / X / Rule 13d-1 (c) / / Rule 13d-1 (d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 62936P103 1. Name of Reporting Person Merlin BioMed Group, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 547,200 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 547,200 9. Aggregate Amount Beneficially Owned by Each Reporting Person 547,200 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 1.8% 12. Type of Reporting Person CO 2 CUSIP No. 62936P103 1. Name of Reporting Person Merlin BioMed Investment Advisors, L.L.C. (on behalf of six managed accounts) 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 798,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 798,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 798,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 2.7% 12. Type of Reporting Person IA 3 CUSIP No. 62936P103 1. Name of Reporting Person Merlin BioMed, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 331,300 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 331,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 331,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 1% 12. Type of Reporting Person PN 4 CUSIP No. 62936P103 1. Name of Reporting Person Merlin BioMed II, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 146,300 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 146,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 146,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) .5% 12. Type of Reporting Person PN 5 CUSIP No. 62936P103 1. Name of Reporting Person Merlin BioMed III, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization State of Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: -0- 6. Shared Voting Power: 69,600 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 69,600 9. Aggregate Amount Beneficially Owned by Each Reporting Person 69,600 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) .2% 12. Type of Reporting Person PN 6 CUSIP No. 62936P103 1. Name of Reporting Person Stuart T. Weisbrod 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: 75,000 6. Shared Voting Power: 1,346,200 7. Sole Dispositive Power: 75,000 8. Shared Dispositive Power: 1,346,200 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,421,200 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 4.7% 12. Type of Reporting Person IN 7 Item 1 (a) Name of Issuer: NPS Pharmaceuticals, Inc. (b) Name of Issuer's Principal Executive Offices: 420 Chipeta Way, Suite 240 Salt Lake City, UT 84108-1256 Item 2 (a) Name of Person Filing: Merlin BioMed Group, L.L.C. ("MBG") Merlin BioMed Investment Advisors, L.L.C. ("MBIA") Merlin BioMed, L.P. ("MBLP") Merlin BioMed II, L.P. ("MBII") Merlin BioMed III, L.P. ("MBIII") Stuart T. Weisbrod ("SW") (b) Address of Principal Business Office 230 Park Avenue, Suite 928 New York, New York 10169 (c) Citizenship: MBG is a Delaware limited liability company. MBIA is a Delaware limited liability company. MBLP is a Delaware limited partnership. MBII is a Delaware limited partnership. MBIII is a Delaware limited partnership. SW is a citizen of the United States of America. (d) Title of Class of Securities: common stock (e) CUSIP Number: 62936P103 9 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) under the Act, check whether the person filing is: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a) (6) of the Act. (c) [ ] Insurance company registered as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan or Pension Fund, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or an Endowment Fund. (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G). (h) [ ] Savings association as defined in Section (b) of the Federal Deposit Insurance Act. (i) [ ] Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box./X/ Item 4: Ownership (a) Amount Beneficially Owned: MBG -- 547,200 shares MBIA -- 798,000 shares MBLP -- 331,300 shares MBII -- 146,300 shares MBIII -- 69,600 shares SW -- 1,421,200 shares (b) Percent of Class: MBG --1.8% MBIA--2.7% MBLP--1.0% MBII--.5% MBIII--.2% SW--4.7% (c) Number of shares as to which the person has: MBG: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 547,200; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of--547,200. 10 MBIA: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 798,000; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of -- 798,000. MBLP: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 331,300; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of --331,300. MBII: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 146,300; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of--146,300. MBIII: (i) sole power to vote or to direct the vote -- -0-; (ii) shared power to vote or to direct the vote -- 69,600; (iii) sole power to dispose or to direct the disposition of -- -0-; (iv) shared power to dispose or to direct the disposition of --69,600. SW: (i) sole power to vote or to direct the vote -- 75,000; (ii) shared power to vote or to direct the vote -- 1,346,200; (iii) sole power to dispose or to direct the disposition of -- 75,000; (iv) shared power to dispose or to direct the disposition of -- 1,346,200. Item 5. Ownership of Five Percent or Less of a Class. [x] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary that Acquired the Security Being Reported by the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of the Group. Not applicable 10 Item 10. Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod MERLIN BIOMED GROUP, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLIN BIOMED INVESTMENT ADVISORS, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLIN BIOMED, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLIN BIOMED II, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLIN BIOMED III, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner Date: February 4, 2002 11 EXHIBIT A AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G, dated [ ], relating to the common stock of NPS Pharmaceuticals, Inc. is filed on behalf of us. MERLIN BIOMED GROUP, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLIN BIOMED INVESTMENT ADVISORS, L.L.C. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member MERLIN BIOMED, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLIN BIOMED II, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner MERLIN BIOMED III, L.P. /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Title: Managing Member of General Partner /s/ Stuart T. Weisbrod ----------------------------------- Stuart T. Weisbrod Date: February 4, 2002