Sec Form 4 Filing - BESHAR LUKE M @ NPS PHARMACEUTICALS INC - 2013-12-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BESHAR LUKE M 2. Issuer Name and Ticker or Trading Symbol NPS PHARMACEUTICALS INC [ NPSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 550 HILLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/26/2013 (Street) BEDMINSTER, NJ07921 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/26/2013 M( 1 ) 29,250 A $ 5.71 88,430 D Common Stock 12/26/2013 M( 1 ) 8,624 A $ 3.34 97,054 D Common Stock 12/26/2013 S( 1 ) 37,874 D $ 30.02 ( 2 ) 59,180 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 5.71 12/26/2013 M( 1 ) 29,250 ( 3 ) 01/20/2019 Common Stock 29,250 $ 0 0 D Stock Options $ 3.34 12/26/2013 M( 1 ) 8,624 ( 4 ) 02/09/2020 Common Stock 8,624 $ 0 106,376 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BESHAR LUKE M 550 HILLS DRIVE BEDMINSTER, NJ07921 EVP & CFO Signatures /s/ Luke Beshar, by Edward Stratemeier as attorney-in-fact 12/30/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 December 12, 2013. ( 2 )The price shown above represents the weighted average price of the shares sold. The range of sales prices was $30.00 and $30.04. 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. ( 3 )On January 20, 2009, the Reporting Person received a grant of 73,125 performance-based stock options under the Issuer's 1998 Stock Option Plan. Options vest and become exercisable 50% on the second anniversary of the date of grant and 50% on the third anniversary of the grant date. The actual number of options that were determined based on performance of the Issuer's common stock relative to the performance of stock comprising a selected market index was 29,250. As of December 26, 2013 all 29,250 stock options have vested. ( 4 )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. As of December 26, 2013, the performance criteria and the time-based criteria for 64,687 of these options has been satisfied. The options become exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.

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