Sec Form 4 Filing - Rogus Joseph J @ NPS PHARMACEUTICALS INC - 2014-12-17

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 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) SVP Gbl Tech Oper Sup Chn Mgt (Last) (First) (Middle) 550 HILLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2014 (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 12/17/2014 M 5,175 A $ 5.05 25,326 D Common Stock 12/17/2014 M 11,292 A $ 3.34 36,618 D Common Stock 12/17/2014 S( 1 ) 16,467 D $ 35 20,151 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 Employee Stock Options (right to buy) $ 5.05 12/17/2014 M 5,175 ( 2 ) 07/15/2018 Common Stock 5,175 $ 0 0 D Employee Stock Options (right to buy) $ 3.34 12/17/2014 M 11,292 ( 3 ) 02/19/2020 Common Stock 26,782 $ 0 74,051 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rogus Joseph J 550 HILLS DRIVE BEDMINSTER, NJ07921 SVP Gbl Tech Oper Sup Chn Mgt Signatures /s/ Joseph J. Rogus, by Jill Thompson as attorney-in-fact 12/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 2 )On July 15, 2008, the reporting person received a grant of 5,175 stock options under NPS Pharmaceuticals, Inc.'s (the "Issuer") 1998 Stock Option Plan. The options became exercisable based on the following vesting schedule: 28% on the first anniversary of the grant and 2% each month thereafter. As of the date of this filing, all 5,175 stock options have vested. ( 3 )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 the date of this filing, the performance criteria and the time-based criteria for 112,125 of these options has been satisfied. These options vested and became exercisable based on the following vesting schedule: 25% on each of the first four anniversaries of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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