0001104659-15-013580.txt : 20150224
0001104659-15-013580.hdr.sgml : 20150224
20150224211502
ACCESSION NUMBER: 0001104659-15-013580
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150221
FILED AS OF DATE: 20150224
DATE AS OF CHANGE: 20150224
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000890465
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 870439579
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
BUSINESS PHONE: (908) 450-5300
MAIL ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pauwels Eric
CENTRAL INDEX KEY: 0001323212
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23272
FILM NUMBER: 15645705
MAIL ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
4
1
a4.xml
4
X0306
4
2015-02-21
1
0000890465
NPS PHARMACEUTICALS INC
NPSP
0001323212
Pauwels Eric
550 HILLS DRIVE
BEDMINSTER
NJ
07921
0
1
0
0
President, NPS Pharma Int'l
Common Stock
2015-02-21
4
U
0
30029
46.00
D
0
D
Stock Options (right to buy)
38.27
2015-02-21
4
D
0
22099
D
2024-02-12
Common Stock
22099
0
D
Stock Options (right to buy)
8.23
2015-02-21
4
D
0
55564
D
2023-02-13
Common Stock
55564
0
D
Stock Options (right to buy)
8.21
2015-02-21
4
D
0
6475
D
2022-02-07
Common Stock
6475
0
D
Stock Options (right to buy)
6.92
2015-02-21
4
D
0
160000
D
2021-10-17
Common Stock
160000
0
D
Restricted Stock Units
2015-02-21
4
D
0
4362
D
Common Stock
4362
0
D
Restricted Stock Units
2015-02-21
4
D
0
5575
D
Common Stock
5575
0
D
Restricted Stock Units
2015-02-21
4
D
0
8101
D
Common Stock
8101
0
D
Performance Units
2015-02-21
4
D
0
10000
D
Common Stock
10000
0
D
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.
Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
On February 12, 2015, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniversary of date of grant and (iii) one third on the third anniversary of date of grant.
In connection with the merger of Knight Newco 2, Inc. with and into the Issuer 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.
On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.
On February 13, 2013, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.
Each performance unit represents a contingent right to receive one share of the Issuer's common stock.
On August 7, 2013, the Performance Units were granted subject to vesting based on the satisfaction of certain performance criteria by the Issuer and/or the reporting person during the performance periods.
In connection with the merger of Knight Newco 2, Inc. with and into the Issuer on February 21, 2015, each outstanding Performance 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 Performance Unit, which number was determined as if the applicable performance objectives had been achieved at the target performance level.
On February 12, 2014, 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.
On February 13, 2013, 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.
On February 7, 2012, 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.
On October 17, 2011, 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.
/s/ Eric Pauwels, by Jill Thompson as attorney-in-fact
2015-02-24