0001474064-13-000064.txt : 20130410 0001474064-13-000064.hdr.sgml : 20130410 20130410181930 ACCESSION NUMBER: 0001474064-13-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130408 FILED AS OF DATE: 20130410 DATE AS OF CHANGE: 20130410 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: 13754651 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-04-08 0000890465 NPS PHARMACEUTICALS INC NPSP 0001365343 Nader Francois 550 HILLS DRIVE BEDMINSTER NJ 07921 1 1 0 0 President, CEO and Director Common Stock 2013-04-08 4 M 0 35644 5.73 A 272504 D Common Stock 2013-04-08 4 M 0 7632 4.07 A 280136 D Common Stock 2013-04-08 4 M 0 7100 4.50 A 287236 D Common Stock 2013-04-08 4 M 0 6567 4.37 A 293803 D Common Stock 2013-04-08 4 M 0 6104 4.31 A 299907 D Common Stock 2013-04-08 4 M 0 55470 4.13 A 355377 D Common Stock 2013-04-08 4 M 0 16125 4.42 A 371502 D Common Stock 2013-04-08 4 M 0 15358 4.29 A 386860 D Common Stock 2013-04-08 4 S 0 150000 11.0053 D 236860 D Common Stock 2013-04-09 4 M 0 79356 4.29 A 316216 D Common Stock 2013-04-09 4 M 0 15000 4.10 A 331216 D Common Stock 2013-04-09 4 M 0 13875 3.93 A 345091 D Common Stock 2013-04-09 4 M 0 41769 3.85 A 386860 D Common Stock 2013-04-09 4 S 0 150000 11.2656 D 236860 D Common Stock 2013-04-10 4 M 0 58231 3.85 A 295091 D Common Stock 2013-04-10 4 M 0 16754 3.60 A 311845 D Common Stock 2013-04-10 4 M 0 54000 3.34 A 365845 D Common Stock 2013-04-10 4 S 0 148367 11.6773 D 217478 D Stock Option 5.73 2013-04-08 4 M 0 35644 0 D 2016-06-05 Common Stock 35644 64356 D Stock Option 4.07 2013-04-08 4 M 0 7632 0 D 2016-07-17 Common Stock 7632 1243 D Stock Option 4.50 2013-04-08 4 M 0 7100 0 D 2016-10-16 Common Stock 7100 1775 D Stock Option 4.37 2013-04-08 4 M 0 6567 0 D 2017-01-16 Common Stock 6567 2308 D Stock Option 4.31 2013-04-08 4 M 0 6104 0 D 2017-04-16 Common Stock 6104 2771 D Stock Option 4.13 2013-04-08 4 M 0 55470 0 D 2017-07-02 Common Stock 55470 9030 D Stock Option 4.42 2013-04-08 4 M 0 16125 0 D 2017-07-16 Common Stock 16125 2625 D Stock Option 4.29 2013-04-08 4 M 0 15358 0 D 2017-09-10 Common Stock 15358 79356 D Stock Option 4.29 2013-04-09 4 M 0 79356 0 D 2017-09-10 Common Stock 79356 0 D Stock Option 4.10 2013-04-09 4 M 0 15000 0 D 2017-10-15 Common Stock 15000 3750 D Stock Option 3.93 2013-04-09 4 M 0 13875 0 D 2018-01-15 Common Stock 13875 4875 D Stock Option 3.85 2013-04-09 4 M 0 41769 0 D 2018-03-17 Common Stock 41769 58231 D Stock Option 3.85 2013-04-10 4 M 0 58231 0 D 2018-03-17 Common Stock 58231 0 D Stock Option 3.60 2013-04-10 4 M 0 16754 0 D 2018-04-15 Common Stock 16754 5746 D Stock Option 3.34 2013-04-10 4 M 0 54000 0 D 2020-02-19 Common Stock 54000 54000 D The shares were sold pursuant to a predefined price target in a trading plan qualified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, that was effective November 28, 2012. Includes 734 shares of stock obtained through Issuer's Employee Stock Purchase Plan on 3/31/13. The price shown above represents the weighted average price of the shares sold. The range of sales prices was 11.00 and 11.04. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid. The price shown above represents the weighted average price of the shares sold. The range of sales prices was 11.25 and 11.39. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid. The price shown above represents the weighted average price of the shares sold. The range of sales prices was 11.65 and 11.71. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid. On June 5, 2006, the Reporting Person received a grant of 100,000 stock options under the Issuer's 2005 Omnibus Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On July 17, 2006, the Reporting Person received a grant of 8,875 stock options under the Issuer's 2005 Omnibus Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On October 16, 2006, the Reporting Person received a grant of 8,875 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On January 16, 2007, the Reporting Person received a grant of 8,875 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On April 16, 2007, the Reporting Person received a grant of 8,875 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On July 2, 2007, the Reporting Person received a grant of 64,500 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On July 16, 2007, the Reporting Person received a grant of 18,750 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On September 10, 2007, the Reporting Person received a grant of 94,714 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the date of grant, 25% on the second anniversary of the date of grant, and 50% on the third anniversary of the date of grant. On October 15, 2007, the Reporting Person received a grant of 18,750 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On January 15, 2008, the Reporting Person received a grant of 18,750 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On March 17, 2008, the Reporting Person received a grant of 100,000 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On April 15, 2008, the Reporting Person received a grant of 22,500 stock options under the Issuer's 1998 Stock Incentive Plan. The options become exercisable based on the following vesting schedule: 28% on the first anniversary of the date of grant and 2% each month for the next three years. On February 19, 2010, the Reporting Person was granted options to purchase shares of Common Stock under the Issuer's 2005 Omnibus Incentive Plan, which are subject to both performance conditions and time-based vesting. On December 21, 2012, the performance criteria for 54,000 of these options was satisfied when the FDA unanimously voted to approve the NDA for GATTEX for the treatment of SBS. These options will vest and become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant. /s/ Francois Nader, by Edward Stratemeier as Attorney-in-Fact 2013-04-10