SEC Form 4 · accession 0000899243-19-005313
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 26, 2019
Accepted (ET)
Feb 28, 2019 · 7:21 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 StockF2 | Feb 26, 2019 | S | 10,369 | $59.65 | D | 1,478,306 | D | |
| Common StockF3 | Feb 26, 2019 | M | 6,430 | — | A | 1,484,736 | D | |
| Common Stock | Feb 26, 2019 | F | 1,566 | $61.01 | D | 1,483,170 | D | |
| Common StockF4 | Feb 27, 2019 | S | 10,369 | $58.24 | D | 1,472,801 | D | |
| Common StockF3 | Feb 27, 2019 | M | 9,794 | — | A | 1,482,595 | D | |
| Common Stock | Feb 27, 2019 | F | 2,486 | $57.98 | D | 1,480,109 | D | |
| Common StockF5 | Feb 28, 2019 | S | 6,987 | $58.47 | D | 1,473,122 | D | |
| Common StockF3 | Feb 28, 2019 | M | 9,722 | — | A | 1,482,844 | D | |
| Common Stock | Feb 28, 2019 | F | 3,826 | $58.71 | D | 1,479,018 | D | |
| Common StockF6 | holding | — | — | — | 4,344,250 | I | By Intervac, L.L.C. | |
| Common StockF7 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F8 | — | Feb 26, 2019 | M | 6,430 | D | — | — | Common Stock | 6,430 | 42,168 | D |
| Restricted Stock UnitsF3,F9 | — | Feb 26, 2019 | A | 18,029 | A | — | — | Common Stock | 18,029 | 60,197 | D |
| Stock Options (Right to Buy)F10 | $61.01 | Feb 26, 2019 | A | 36,053 | A | — | Feb 25, 2026 | Common Stock | 36,053 | 36,053 | D |
| Restricted Stock UnitsF3,F11 | — | Feb 27, 2019 | M | 9,794 | D | — | — | Common Stock | 9,794 | 50,403 | D |
| Restricted Stock UnitsF3,F12 | — | Feb 28, 2019 | M | 9,722 | D | — | — | Common Stock | 9,722 | 40,681 | D |
Explanation of responses
- F1All sales listed on this Form 4 were made by Mr. El-Hibri pursuant to a trading plan adopted on June 6, 2018 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act").
- F10On February 26, 2019, Mr. El-Hibri was granted 36,053 stock options vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.
- F11On February 28, 2017, Mr. El-Hibri was granted 29,382 restricted stock units vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.
- F12On March 1, 2016, Mr. El-Hibri was granted 29,167 restricted stock units (after giving effect to the adjustment in connection with the Issuer's spin-off of Aptevo Therapeutics Inc.) vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.
- F2The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.40 to $61.21.
- F3Restricted stock units convert into common stock on a one-for-one basis.
- F4The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.96 to $59.08.
- F5The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.54 to $59.25.
- F6Mr. 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.
- F7Mr. 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.
- F8On February 27, 2018, Mr. El-Hibri was granted 19,288 restricted stock units vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.
- F9On February 26, 2019, Mr. El-Hibri was granted 18,029 restricted stock units vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.