0001104659-15-013586.txt : 20150224
0001104659-15-013586.hdr.sgml : 20150224
20150224211701
ACCESSION NUMBER: 0001104659-15-013586
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: TOMBROS PETER G
CENTRAL INDEX KEY: 0001007933
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23272
FILM NUMBER: 15645712
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
0001007933
TOMBROS PETER G
550 HILLS DRIVE
3RD FLOOR
BEDMINSTER
NJ
07921
1
0
0
0
Common Stock
2015-02-21
4
U
0
57625
46.00
D
0
D
Stock Options (right to buy)
4.24
2015-02-21
4
D
0
36000
D
2019-09-23
Common Stock
36000
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
171067
D
Common Stock
171067
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/ Peter G. Tombros, by Jill Thompson as attorney-in-fact
2015-02-24