SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Emergent BioSolutions Inc. [ EBS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/13/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 11/15/2017 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/13/2017 | M(1) | 20,000 | A | $22.03 | 1,550,216 | D | |||
Common Stock | 11/13/2017 | S(1) | 20,000 | D | $40.69(2) | 1,530,216 | D | |||
Common Stock | 11/14/2017 | M(1) | 20,000 | A | $22.03 | 1,550,216 | D | |||
Common Stock | 11/14/2017 | S(1) | 20,000 | D | $40.05(3) | 1,530,216 | D | |||
Common Stock | 4,344,250(4) | I | By Intervac, L.L.C. | |||||||
Common Stock | 1,524,155(5) | I | By Biovac, L.L.C. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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) | $22.03 | 11/13/2017 | M | 20,000 | (6) | 03/14/2018 | Common Stock | 20,000 | $0.00 | 67,983 | D | ||||
Employee Stock Options (Right to Buy) | $22.03 | 11/14/2017 | M | 20,000 | (6) | 03/14/2018 | Common Stock | 20,000 | $0.00 | 47,983 | D |
Explanation of Responses: |
1. All sales listed on this Form 4 were made by Mr. El-Hibri pursuant to a trading plan adopted on February 28, 2017 that is intended to comply with Rule 10b5-1(c) under the Exchange Act. |
2. The selling price of $40.69 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $40.26 to $40.98, inclusive. Mr. El-Hibri undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
3. The selling price of $40.05 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $39.81 to $40.55, inclusive. Mr. El-Hibri undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
4. Mr. El-Hibri's wife, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 40.65% equity interest in Intervac, L.L.C., which in turn is the direct owner of 4,344,250 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac, L.L.C. for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein. |
5. Mr. El-Hibri, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 89.2% equity interest in Biovac, L.L.C, which in turn is the direct owner of 1,524,155 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Biovac, L.L.C. for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein. |
6. The options vested in three equal installments on March 14, 2012, March 14, 2013 and March 14, 2014. |
Remarks: |
/s/ Carl A. Valenstein, attorney-in-fact | 11/17/2017 | |
** 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 Number. |