0001104659-15-013581.txt : 20150224 0001104659-15-013581.hdr.sgml : 20150224 20150224211516 ACCESSION NUMBER: 0001104659-15-013581 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: GRONINGER JAMES G CENTRAL INDEX KEY: 0001013420 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 15645706 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE STREET 2: 3RD FLOOR CITY: BEDMINSTER STATE: NJ ZIP: 07921 4 1 a4.xml 4 X0306 4 2015-02-21 1 0000890465 NPS PHARMACEUTICALS INC NPSP 0001013420 GRONINGER JAMES G 550 HILLS DRIVE 3RD FLOOR BEDMINSTER NJ 07921 1 0 0 0 Common Stock 2015-02-21 4 U 0 9188 46.00 D 0 D Stock Options (right to buy) 4.24 2015-02-21 4 D 0 26000 D 2019-09-23 Common Stock 26000 0 D Restricted Stock Units 2015-02-21 4 D 0 3816 D Common Stock 3816 0 D Deferred Stock Units 2015-02-21 4 D 0 121039 D Common Stock 121039 0 D On September 23, 2009, 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. 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 one hundred percent vesting on the first anniversary of date of grant. In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. 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. Each Deferred Stock Unit represents a right to receive one share of the Issuer's common stock. Deferred Stock Units are vested in full on the date of grant and will be settled in the Issuer's common stock upon (1) separation from service on the Board, (2) death, (3) disability or (4) a sale of substantially all the assets of the Issuer. In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. on February 21, 2015, each outstanding Deferred 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 Deferred Stock Unit. /s/ James G. Groninger, by Jill Thompson as attorney-in-fact 2015-02-24