Statement of Changes in Beneficial Ownership (4)
November 12 2020 - 06:30PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
El-Hibri Fuad |
2. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc.
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EBS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman |
(Last)
(First)
(Middle)
400 PROFESSIONAL DRIVE, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2020 |
(Street)
GAITHERSBURG, MD 20879
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/9/2020 | | M(1) | | 20000 | A | $26.45 | 1143988 | D | |
Common Stock | 11/9/2020 | | S(1) | | 20000 | D | $95.26 (2) | 1123988 | D | |
Common Stock | 11/10/2020 | | M(1) | | 19391 | A | $26.45 | 1143379 | D | |
Common Stock | 11/10/2020 | | S(1) | | 19391 | D | $88.21 (3) | 1123988 | D | |
Common Stock | | | | | | | | 2140463 (4) | I | By Intervac, L.L.C. |
Common Stock | | | | | | | | 1524155 (5) | I | By Biovac, L.L.C. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Options (Right to Buy) | $26.45 | 11/9/2020 | | M (1) | | | 20000 | (6) | 3/9/2022 | Common Stock | 20000 | $0.00 | 19391 | D | |
Stock Options (Right to Buy) | $26.45 | 11/10/2020 | | M (1) | | | 19391 | (6) | 3/9/2022 | Common Stock | 19391 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | All transactions listed on this Form 4 were made by the Reporting Person pursuant to a trading plan adopted on February 25, 2020 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(2) | The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.85 to $98.49. 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. |
(3) | The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.69 to $90.00. 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. |
(4) | Intervac, L.L.C. ("Intervac") is the direct owner of 2,140,463 shares of the Issuer's common stock. The Reporting Person serves as the managing member of Intervac and the Reporting Person or his wife serve as the trustee of each of the members of Intervac. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein. |
(5) | The Reporting Person, individually, and the Reporting Person and his wife, 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. The Reporting Person 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 9 2016, March 9, 2017 and March 9, 2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
El-Hibri Fuad 400 PROFESSIONAL DRIVE, SUITE 400 GAITHERSBURG, MD 20879 | X | X | Chairman |
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Signatures
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/s/ Carl A. Valenstein, attorney-in-fact | | 11/12/2020 |
**Signature of Reporting Person | Date |
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