SEC Form 4 · accession 0000899243-16-021091
Emergent BioSolutions Inc. · EBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fuad El-Hibri
Officer — Chairman · Director · 10% Owner
Period of report
May 26, 2016
Accepted (ET)
May 26, 2016 · 8:27 pm EDT
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 Stock | May 26, 2016 | M | 24,594 | $15.91 | A | 1,698,667 | D | |
| Common StockF2 | May 26, 2016 | S | 24,594 | $42.90 | D | 1,674,073 | D | |
| Common Stock | May 26, 2016 | S | 15,165 | $43.50 | D | 1,658,908 | D | |
| Common StockF3 | holding | — | — | — | 2,350,331 | I | By Intervac, L.L.C. | |
| Common StockF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $15.91 | May 26, 2016 | M | 24,594 | D | — | Mar 8, 2017 | Common Stock | 24,594 | 0 | D |
Explanation of responses
- F1The transactions reported herein were effectuated by the Reporting Person pursuant to two separate trading plans adopted on February 29, 2016, each of which are intended to comply with Rule 10b5-1(c) under the Exchange Act.
- F2The selling price of $42.90 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 $42.90 to $42.91, inclusive. The Reporting Person 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.
- F3Mr. 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.
- F4Mr. 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.
- F5The options vested in three equal installments on March 9, 2011, March 9, 2012 and March 9, 2013.