0001104659-15-013588.txt : 20150224
0001104659-15-013588.hdr.sgml : 20150224
20150224211732
ACCESSION NUMBER: 0001104659-15-013588
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: Nader Francois
CENTRAL INDEX KEY: 0001365343
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23272
FILM NUMBER: 15645715
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
0001365343
Nader Francois
550 HILLS DRIVE
BEDMINSTER
NJ
07921
1
1
0
0
President, CEO and Director
Common Stock
2015-02-21
4
U
0
276955
46.00
D
0
D
Stock Options
38.27
2015-02-21
4
D
0
106643
D
2024-02-12
Common Stock
106643
0
D
Stock Options
8.23
2015-02-21
4
D
0
196018
D
2023-02-13
Common Stock
196018
0
D
Stock Options
8.21
2015-02-21
4
D
0
104438
D
2022-02-07
Common Stock
104438
0
D
Stock Options
8.25
2015-02-21
4
D
0
133125
D
2021-02-17
Common Stock
133125
0
D
Stock Options
3.34
2015-02-21
4
D
0
154284
D
2020-02-19
Common Stock
154284
0
D
Stock Options
3.25
2015-02-21
4
D
0
67636
D
2020-02-12
Common Stock
67636
0
D
Stock Options
5.71
2015-02-21
4
D
0
82826
D
2019-01-20
Common Stock
82826
0
D
Stock Options
5.71
2015-02-21
4
D
0
109602
D
2019-01-20
Common Stock
109602
0
D
Restricted Stock Units
2015-02-21
4
D
0
80912
D
Common Stock
80912
0
D
Restricted Stock Units
2015-02-21
4
D
0
19598
D
Common Stock
19598
0
D
Restricted Stock Units
2015-02-21
4
D
0
24302
D
Common Stock
24302
0
D
Performance Units
2015-02-21
4
D
0
27926
D
Common Stock
27926
0
D
Performance Units
2015-02-21
4
D
0
115432
D
Common Stock
115432
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 February 12, 2014, 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 13, 2013, the Performance Units were granted subject to vesting based on the Issuer's satisfaction of certain performance criteria during the performance periods.
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 February 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.
On February 19, 2010, 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 12, 2010, 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 January 20, 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.
On January 20, 2009, the stock options were granted with one half vesting on the second anniversary of date of grant and one half vesting on the third anniversary of date of grant, with the actual number of options vesting on such dates determined based on specified performance criteria.
/s/ Francois Nader, by Jill Thompson as attorney-in-fact
2015-02-24