SEC Form 4/A · accession 0000899243-16-015840
Emergent BioSolutions Inc. · EBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Fuad El-Hibri
Officer — Chairman · Director · 10% Owner
Period of report
Mar 1, 2016
Accepted (ET)
Mar 11, 2016 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001367644
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,771,605 | D | ||
| Common StockF2 | holding | — | — | — | 2,350,331 | I | By Intervac, L.L.C. | |
| Common StockF3 | holding | — | — | — | 1,524,155 | I | By Biovac, L.L.C. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restrictive Stock UnitsF4,F5,F6 | — | Mar 1, 2016 | A | 26,303 | A | — | — | Common Stock | 26,303 | 106,982 | D |
Explanation of responses
- F1This form 4 is being amended to reflect a change in reporting convention by backing out from Table I Mr. El-Hibri's unvested restricted stock units. Such unvested restricted stock units are instead reported on Table II. The 1,771,605 shares of securities beneficially owned directly by Mr. El-Hibri does not include unvested restricted stock units.
- F2Mr. El-Hibri's holdings through Intervac, L.L.C. include 1,638,403 shares of Common Stock held by Mr. El-Hibri and his wife, as tenants by the entirety, through their 37.7% equity interest in Intervac, L.L.C.; 127,721 shares held by Mr. El-Hibri's wife; and 584,207 shares held by trusts indirectly controlled by Mr. El-Hibri or his wife. Mr. El-Hibri disclaims beneficial ownership, for purposes of Section 16 of the Exchange Act or otherwise, of those shares held solely by his wife and those shares held by the trusts.
- F3Mr. El-Hibri holds individually and with his wife, as tenants by the entirety, an aggregate 89.2% equity interest in Biovac, L.L.C. Biovac, L.L.C. is the direct owner of 1,524,155 shares of Common Stock. Mr. El-Hibri disclaims beneficial ownership of the shares of Common Stock directly owned by Biovac, L.L.C. for purposes of Section 16, except to the extent of his pecuniary interest in 1,359,546 shares. This number corrects a historical scrivener's error that occurred more than two years ago. Prior to the transaction reported herein, for purposes of Section 16 of the Exchange Act, Mr. El-Hibri directly held a pecuniary interest in 1,771,605 shares of Common Stock.
- F4This form 4 is being amended to reflect a change in reporting convention. The restrictive stock units set forth in Table II reflect Mr. El Hibri's unvested RSUs that were backed out of Table I.
- F5Each restricted stock unit represents the right of Mr. El-Hibri to receive one share of common stock of Emergent BioSolutions Inc., subject to adjustment as provided in the grant agreement.
- F6The restricted stock units and options vest in three equal installments on February 28, 2017, February 28, 2018 and February 28, 2019.