SC 13G 1 Schedule13Gfile.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Sec. 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Sec. 240.13d-2(b) (Amendment No. _____) NPS PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 62936P103 (CUSIP Number) March 18, 2013 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 848934105 Page 2 of 6 Pages (1) Name of Reporting Persons Takeda Pharmaceutical Company Limited (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Japan Number of (5) Sole Voting Power 0 Shares Beneficially (6) Shared Voting Power 7,401,294 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 7,401,294 With (9) Aggregate Amount Beneficially Owned by Each Reporting Person 7,401,294 shares (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row 9 8.0% (Based on 86,908,471 shares of Common Stock outstanding as of February 14, 2013, as reported in a Form 10-K filed by the Issuer on February 21, 2013, plus the issuance of 6,067,961 shares to reporting persons on March 18, 2013) (12) Type of Reporting Person CO SCHEDULE 13G CUSIP No. 848934105 Page 3 of 6 Pages (1) Name of Reporting Persons Takeda Pharma A/S (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Denmark Number of (5) Sole Voting Power 0 Shares Beneficially (6) Shared Voting Power 4,974,110 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 4,974,110 With (9) Aggregate Amount Beneficially Owned by Each Reporting Person 4,974,110 shares (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row 9 5.3% (Based on 86,908,471 shares of Common Stock outstanding as of February 14, 2013, as reported in a Form 10-K filed by the Issuer on February 21, 2013, plus the issuance of 6,067,961 shares to reporting persons on March 18, 2013) (12) Type of Reporting Person CO SCHEDULE 13G CUSIP No. 848934105 Page 4 of 6 Pages (1) Name of Reporting Persons Takeda GmbH (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Germany Number of (5) Sole Voting Power 0 Shares Beneficially (6) Shared Voting Power 2,427,184 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 2,427,184 With (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,427,184 shares (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row 9 2.6% (Based on 86,908,471 shares of Common Stock outstanding as of February 14, 2013, as reported in a Form 10-K filed by the Issuer on February 21, 2013, plus the issuance of 6,067,961 shares to reporting persons on March 18, 2013) (12) Type of Reporting Person CO SCHEDULE 13G CUSIP No. 848934105 Page 5 of 6 Pages Item 1(a). Name of Issuer: NPS Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 550 Hills Drive, 3rd Floor Bedminster, New Jersey 07921 Item 2(a). Names of Persons Filing: Item 1 on each of pages 2 through 4 is incorporated herein by reference. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of Takeda Pharmaceutical Company Limited is 12-10 Nihonbashi 2-chome, Chuo-Ku, Tokyo 103-8668. The address of Takeda Pharma A/S and Takeda GmbH is Thurgauerstrasse 130, 8152 Glattpark-Opfikon (Zuerich), Switzerland Item 2(c). Citizenship: Item 4 on each of pages 2 through 4 is incorporated herein by reference. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 62936P103 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person is a: (a) [ ] Broker or Dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser, in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund, in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] Parent Holding Company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). Item 4. Ownership: Items 5 through 9 and 11 on each of pages 2 through 4 are incorporated herein by reference. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. SCHEDULE 13G CUSIP No. 848934105 Page 6 of 6 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. See Exhibit 99.1. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Sec. 240.14a-11. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 28, 2013 TAKEDA PHARMACEUTICAL COMPANY LIMITED By: /s/ Toshinobu Mamiya _________________________________ Name: Toshinobu Mamiya Title: Senior Director, Corporate Treasury TAKEDA PHARMA A/S By: /s/ Satoru Noguchi _________________________________ Name: Satoru Noguchi Title: Area Head, N.W. Europe & Canada TAKEDA GMBH By: /s/ S. Kollmann _________________________________ Name: Stefan Kollmann Title: Vice President Exhibit 99.1 Identification of the subsidiary which acquired the security being reported on by the parent holding company Exhibit 99.2 Agreement among Takeda Pharmaceutical Company Limited, Takeda Pharma A/S and Takeda GmbH as to joint filing of Schedule 13G