SEC Form 4 · accession 0000899243-17-006216
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
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 8:58 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 | Feb 28, 2017 | M | 9,722 | — | A | 1,658,795 | D | |
| Common Stock | Feb 28, 2017 | F | 2,659 | $30.63 | D | 1,656,136 | D | |
| Common StockF2 | holding | — | — | — | 4,344,250 | I | By Intervac, L.L.C. | |
| Common StockF3 | holding | — | — | — | 1,524,155 | I | By Biovac, LLC |
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,F1,F5 | — | Feb 28, 2017 | A | 29,382 | A | — | — | Common Stock | 29,382 | 105,576 | D |
| Restrictive Stock UnitsF4,F1,F6 | — | Feb 28, 2017 | M | 9,722 | D | — | — | Common Stock | 9,722 | 95,854 | D |
| Employee Stock Option (right to buy)F7 | $30.63 | Feb 28, 2017 | A | 58,747 | A | — | Feb 27, 2024 | Common Stock | 58,747 | 58,747 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Mr. 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.
- F3Mr. El-Hibri holds individually and with his wife, as tenants by the entirety, an aggregate 89.2% equity interest in Biovac, LLC, 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, LLC for purposes of Section 16 of the Exchange act or otherwise, except to the extent of his pecuniary interest therein.
- F4In connection with the Issuer's spin-off of Aptevo Therapeutics Inc. effective on August 1, 2016 (the "Spin-off"), the Issuer made certain adjustments to the price and number of equity awards held by continuing employees. Accordingly, Mr. El-Hibri, as a continuing Emergent employee with equity awards issued prior to the Spin-off, received an equitable adjustment to the number and grant price of his restricted stock units.
- F5On February 28, 2017, Mr. El-Hibri was granted 29,382 restricted stock units vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date.
- F6On March 1, 2016, Mr. El-Hibri was granted 29,167 restricted stock units (after giving effect to the adjustment in connection with the Spin-off) vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date.
- F7On February 28, 2017, Mr. El-Hibri was granted 58,747 stock options vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date.