SEC Form 4 · accession 0000899243-17-027619
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
Nov 28, 2017
Accepted (ET)
Nov 30, 2017 · 11:29 am 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 Stock | Nov 28, 2017 | M | 20,000 | $22.03 | A | 1,550,216 | D | |
| Common StockF2 | Nov 28, 2017 | S | 20,000 | $41.59 | D | 1,530,216 | D | |
| Common Stock | Nov 29, 2017 | M | 27,983 | $22.03 | A | 1,558,199 | D | |
| Common StockF3 | Nov 29, 2017 | S | 27,983 | $42.08 | D | 1,530,216 | D | |
| Common StockF4 | holding | — | — | — | 4,344,250 | I | By Intervac, L.L.C. | |
| Common StockF5 | 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 Options (Right to Buy)F6 | $22.03 | Nov 28, 2017 | M | 20,000 | D | — | Mar 14, 2018 | Common Stock | 20,000 | 27,983 | D |
| Employee Stock Options (Right to Buy)F6 | $22.03 | Nov 29, 2017 | M | 27,983 | D | — | Mar 14, 2018 | Common Stock | 27,983 | 0 | D |
Explanation of responses
- F1All 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.
- F2The selling price of $41.59 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 $41.03 to $41.82, 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.
- F3The selling price of $42.08 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 $41.78 to $42.38, 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.
- F4Mr. 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.
- F5Mr. 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.
- F6The options vested in three equal installments on March 14, 2012, March 14, 2013 and March 14, 2014.