UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 14, 2011

Date of Report (Date of earliest event reported)

NPS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

550 Hills Drive, 3rd Floor

Bedminster, NJ 07921

(Address of principal executive offices)

(908) 450-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02  Unregistered Sales of Equity Securities.

On April 14, 2011, NPS Pharmaceuticals, Inc. (the “Company”) received conversion notices from a holder of the Company’s 5.75% Convertible Notes due August 7, 2014 (the “Notes”) converting in the aggregate $30,575,211 of the outstanding principal amount of the Notes.  Pursuant to the terms of the Notes, the Notes are convertible into shares of the Company’s common stock at any time on or before August 7, 2014 at the conversion rate of $5.44 per share.  In connection with the conversion of the Notes, the Company issued 5,620,445 shares of the Company’s common stock. The Notes have $16,545,495 of outstanding principal remaining.  The Notes were issued on August 7, 2007 in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated under the Securities Act.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3