Sec Form 4 Filing - Nader Francois @ NPS PHARMACEUTICALS INC - 2013-04-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Nader Francois 2. Issuer Name and Ticker or Trading Symbol NPS PHARMACEUTICALS INC [ NPSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Director (Last) (First) (Middle) 550 HILLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2013 (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 04/08/2013 M( 1 ) 35,644 A $ 5.73 272,504 ( 2 ) D Common Stock 04/08/2013 M( 1 ) 7,632 A $ 4.07 280,136 D Common Stock 04/08/2013 M( 1 ) 7,100 A $ 4.5 287,236 D Common Stock 04/08/2013 M( 1 ) 6,567 A $ 4.37 293,803 D Common Stock 04/08/2013 M( 1 ) 6,104 A $ 4.31 299,907 D Common Stock 04/08/2013 M( 1 ) 55,470 A $ 4.13 355,377 D Common Stock 04/08/2013 M( 1 ) 16,125 A $ 4.42 371,502 D Common Stock 04/08/2013 M( 1 ) 15,358 A $ 4.29 386,860 D Common Stock 04/08/2013 S( 1 ) 150,000 D $ 11.0053 ( 3 ) 236,860 D Common Stock 04/09/2013 M( 1 ) 79,356 A $ 4.29 316,216 D Common Stock 04/09/2013 M( 1 ) 15,000 A $ 4.1 331,216 D Common Stock 04/09/2013 M( 1 ) 13,875 A $ 3.93 345,091 D Common Stock 04/09/2013 M( 1 ) 41,769 A $ 3.85 386,860 D Common Stock 04/09/2013 S( 1 ) 150,000 D $ 11.2656 ( 4 ) 236,860 D Common Stock 04/10/2013 M( 1 ) 58,231 A $ 3.85 295,091 D Common Stock 04/10/2013 M( 1 ) 16,754 A $ 3.6 311,845 D Common Stock 04/10/2013 M( 1 ) 54,000 A $ 3.34 365,845 D Common Stock 04/10/2013 S( 1 ) 148,367 D $ 11.6773 ( 5 ) 217,478 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 $ 5.73 04/08/2013 M( 1 ) 35,644 ( 6 ) 06/05/2016 Common Stock 35,644 $ 0 64,356 D Stock Option $ 4.07 04/08/2013 M( 1 ) 7,632 ( 7 ) 07/17/2016 Common Stock 7,632 $ 0 1,243 D Stock Option $ 4.5 04/08/2013 M( 1 ) 7,100 ( 8 ) 10/16/2016 Common Stock 7,100 $ 0 1,775 D Stock Option $ 4.37 04/08/2013 M( 1 ) 6,567 ( 9 ) 01/16/2017 Common Stock 6,567 $ 0 2,308 D Stock Option $ 4.31 04/08/2013 M( 1 ) 6,104 ( 10 ) 04/16/2017 Common Stock 6,104 $ 0 2,771 D Stock Option $ 4.13 04/08/2013 M( 1 ) 55,470 ( 11 ) 07/02/2017 Common Stock 55,470 $ 0 9,030 D Stock Option $ 4.42 04/08/2013 M( 1 ) 16,125 ( 12 ) 07/16/2017 Common Stock 16,125 $ 0 2,625 D Stock Option $ 4.29 04/08/2013 M( 1 ) 15,358 ( 13 ) 09/10/2017 Common Stock 15,358 $ 0 79,356 D Stock Option $ 4.29 04/09/2013 M( 1 ) 79,356 ( 13 ) 09/10/2017 Common Stock 79,356 $ 0 0 D Stock Option $ 4.1 04/09/2013 M( 1 ) 15,000 ( 14 ) 10/15/2017 Common Stock 15,000 $ 0 3,750 D Stock Option $ 3.93 04/09/2013 M( 1 ) 13,875 ( 15 ) 01/15/2018 Common Stock 13,875 $ 0 4,875 D Stock Option $ 3.85 04/09/2013 M( 1 ) 41,769 ( 16 ) 03/17/2018 Common Stock 41,769 $ 0 58,231 D Stock Option $ 3.85 04/10/2013 M( 1 ) 58,231 ( 16 ) 03/17/2018 Common Stock 58,231 $ 0 0 D Stock Option $ 3.6 04/10/2013 M( 1 ) 16,754 ( 17 ) 04/15/2018 Common Stock 16,754 $ 0 5,746 D Stock Option $ 3.34 04/10/2013 M( 1 ) 54,000 ( 18 ) 02/19/2020 Common Stock 54,000 $ 0 54,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nader Francois 550 HILLS DRIVE BEDMINSTER, NJ07921 X President, CEO and Director Signatures /s/ Francois Nader, by Edward Stratemeier as Attorney-in-Fact 04/10/2013 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 November 28, 2012. ( 2 )Includes 734 shares of stock obtained through Issuer's Employee Stock Purchase Plan on 3/31/13. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )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. ( 15 )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. ( 16 )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. ( 17 )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. ( 18 )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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.