Sec Form 4 Filing - STRATEMEIER ED @ NPS PHARMACEUTICALS INC - 2013-12-17

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 STRATEMEIER ED 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) SVP & General Counsel (Last) (First) (Middle) 550 HILLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2013 (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 12/17/2013 M( 1 )( 2 ) 50,972 A $ 3.6 93,311 D Common Stock 12/17/2013 S( 1 )( 2 ) 50,972 D $ 25 42,339 D Common Stock 12/18/2013 M( 1 )( 2 ) 34,473 A $ 3.6 76,812 D Common Stock 12/18/2013 M( 1 )( 2 ) 50,625 A $ 3.34 127,437 D Common Stock 12/18/2013 M( 1 )( 2 ) 43,750 A $ 6.16 171,187 D Common Stock 12/18/2013 M( 1 )( 2 ) 14,062 A $ 8.25 185,249 D Common Stock 12/18/2013 M( 1 )( 2 ) 11,550 A $ 8.21 196,799 D Common Stock 12/18/2013 S( 1 )( 2 ) 154,460 D $ 25.17 ( 3 ) 42,339 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 $ 3.6 12/17/2013 M( 1 )( 2 ) 50,972 ( 4 ) 10/19/2019 Common Stock 50,972 $ 0 34,473 D Stock Options $ 3.6 12/18/2013 M( 1 )( 2 ) 34,473 ( 4 ) 10/19/2019 Common Stock 34,473 $ 0 0 D Stock Options $ 3.34 12/18/2013 M( 1 )( 2 ) 50,625 ( 5 ) 02/19/2020 Common Stock 50,625 $ 0 39,375 D Stock Options $ 6.16 12/18/2013 M( 1 )( 2 ) 43,750 ( 6 ) 05/07/2020 Common Stock 43,750 $ 0 6,250 D Stock Options $ 8.25 12/18/2013 M( 1 )( 2 ) 14,062 ( 7 ) 02/17/2021 Common Stock 14,062 $ 0 8,438 D Stock Options $ 8.21 12/18/2013 M( 1 )( 2 ) 11,550 ( 8 ) 02/07/2022 Common Stock 11,550 $ 0 14,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STRATEMEIER ED 550 HILLS DRIVE BEDMINSTER, NJ07921 SVP & General Counsel Signatures /s/Edward Stratemeier 12/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercises and sales made by the Reporting Person and disclosed in this Form 4 are in anticipation of his retirement, which was disclosed in a Form 8-K filed by the Issuer with the Securities and Exchange Commission today, December 19, 2013. ( 2 )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 13, 2013. ( 3 )The price shown above represents the weighted average price of the shares sold. The range of sales prices was $25.00 and $25.46. 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. ( 4 )On October 19, 2009, the Reporting Person received a grant of 100,000 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. As of the date of this filing, 100,000 stock options have vested. ( 5 )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 18, 2013, the performance criteria for 50,625 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. ( 6 )On May 7, 2010, the Reporting Person received a grant of 50,000 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. As of the date of this filing, 43,750 stock options have vested. ( 7 )On February 17, 2011, the Reporting Person received a grant of 22,500 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. As of the date of this filing, 15,468 stock options have vested. ( 8 )On February 7, 2012, the Reporting Person received a grant of 26,400 stock options under the Issuer's 2005 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. As of the date of this filing, 11,550 stock options have vested.

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