Sec Form 4 Filing - Rogus Joseph J @ NPS PHARMACEUTICALS INC - 2013-04-09

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 Rogus Joseph J 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) VP, Technical Operations (Last) (First) (Middle) 550 HILLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2013 (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 04/09/2013 M( 1 ) 5,175 A $ 5.85 24,547 D Common Stock 04/09/2013 M( 1 ) 7,374 A $ 5.71 31,921 D Common Stock 04/09/2013 M( 1 ) 25,396 A $ 5.71 57,317 D Common Stock 04/09/2013 M( 1 ) 7,195 A $ 3.34 64,512 D Common Stock 04/09/2013 M( 1 ) 2,875 A $ 3.34 67,387 D Common Stock 04/09/2013 S( 1 ) 48,015 D $ 11.5 19,372 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 Option $ 5.85 04/09/2013 M( 1 ) 5,175 ( 2 ) 10/15/2018 Common Stock 5,175 $ 0 0 D Stock Option $ 5.71 04/09/2013 M( 1 ) 7,374 ( 3 ) 01/20/2019 Common Stock 7,374 $ 0 0 D Stock Option $ 5.71 04/09/2013 M( 1 ) 25,396 ( 4 ) 01/20/2019 Common Stock 25,396 $ 0 0 D Stock Option $ 3.34 04/09/2013 M( 1 ) 7,195 ( 5 ) 02/19/2020 Common Stock 7,195 $ 0 0 D Stock Option $ 3.34 04/09/2013 M( 1 ) 2,875 ( 6 ) 02/19/2020 Common Stock 2,875 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rogus Joseph J 550 HILLS DRIVE BEDMINSTER, NJ07921 VP, Technical Operations Signatures /s/ Joseph Rogus, by Edward Stratemeier as attorney-in-fact 04/09/2013 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 6, 2012. ( 2 )On October 15, 2008, the Reporting Person received a grant of 5,175 stock options under the Issuer's 1998 Stock Option 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. ( 3 )On January 20, 2009, the Reporting Person received a grant of 7,374 stock options under the Issuer's 1998 Stock Option Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter. ( 4 )On January 20, 2009, the Reporting Person received a grant of 25,396 stock options under the Issuer's 1998 Stock Option Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter. ( 5 )On February 19, 2010, the Reporting Person received a grant of 7,195 stock options under the Issuer's 2005 Omnibus Incentive Plan. The options become exercisable based on the following vesting schedule: 25% on the first anniversary of the grant and 6.25% every three months thereafter. ( 6 )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 February 17, 2011, the performance criteria for 11,500 of these options had been satisfied because the Issuer's Phase 3 pivotal study of GATTEX (teduglutide) had met the primary efficacy endpoint of reducing parenteral nutrition dependence in patients with adult short bowel syndrome. These 11,500 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.

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