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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Graf Susan E 		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,Corp Development & Strategy
(Last)          (First)          (Middle)

550 HILLS DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2015
(Street)

BEDMINSTER, NJ 07921
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/12/2015     M    1445   A   (1) 5245   D    
Common Stock   2/12/2015     F (2)    484   D $45.85   4761   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units     (3) 2/12/2015     M         1445      (4)   (4) Common Stock   1445   $0   2893   D    
Restricted Stock Units     (3) 2/12/2015     A      10905         (5)   (5) Common Stock   10905   $0   10905   D    

Explanation of Responses:
( 1)  Each vested Restricted Stock Unit is the economic equivalent of one share of common stock of NPS Pharmaceuticals, Inc. (the "Issuer"). The vested Restricted Stock Units were settled for shares of the Issuer's common stock.
( 2)  Shares were withheld from the Reporting Person, in an exempt transaction under Rule 16b-3, solely to satisfy tax obligations arising from the vesting of the Restricted Stock Units described in this Form 4.
( 3)  Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
( 4)  On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of the date of grant, (ii) one third vesting on the second anniversary of the date of grant and (iii) the remaining vesting on the third anniversary of the date of grant.
( 5)  Restricted Stock Units will vest as follows: (i) one third will vest on the first anniversary of date of grant, (ii) one third on the second anniversary of date of grant, and (iii) one third on the third anniversary of date of grant. Vested shares will be delivered to the Reporting Person as soon as administratively practicable following the vesting of the Restricted Stock Units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Graf Susan E
550 HILLS DRIVE
BEDMINSTER, NJ 07921

VP,Corp Development & Strategy

Signatures
/s/ Susan E. Graf, by Jill Thompson as attorney-in-fact 2/19/2015
** Signature of Reporting Person Date


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 control number.
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