SEC Form 4 · accession 0001140361-17-010396
Emergent BioSolutions Inc. · EBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Kramer
Officer — EVP, Corproate Services Div
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 9:58 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 | Aug 1, 2016 | J | 1,672 | $0.00 | A | 70,000 | D | |
| Common StockF2 | Aug 1, 2016 | J | 1,061 | $0.00 | A | 71,061 | D | |
| Common StockF3 | Aug 1, 2016 | J | 1,425 | $0.00 | A | 72,486 | D | |
| Common StockF4 | Feb 28, 2017 | A | 8,161 | $0.00 | A | 80,647 | D | |
| Common StockF5 | Feb 28, 2017 | A | 8,162 | $0.00 | A | 88,809 | D | |
| Common Stock | Feb 28, 2017 | F | 1,799 | $30.63 | D | 87,010 | D |
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)F7 | $25.62 | Aug 1, 2016 | J | 1,672 | A | — | Mar 10, 2021 | Common Stock | 1,672 | 19,026 | D |
| Employee Stock Option (Right to buy)F8,F6 | $26.45 | Aug 1, 2016 | J | 2,121 | A | — | Mar 9, 2022 | Common Stock | 2,847 | 24,132 | D |
| Employee Stock Option (Right to buy)F9,F6 | $30.86 | Aug 1, 2016 | J | 2,847 | A | — | Feb 28, 2023 | Common Stock | 2,847 | 32,397 | D |
| Employee Stock Option (Right to buy)F8 | $30.63 | Feb 28, 2017 | A | 32,638 | A | — | Feb 27, 2024 | Common Stock | 32,638 | 32,638 | D |
Explanation of responses
- F1In connection with the spin-off of Aptevo Therapeutics Inc. from Emergent BioSolutions Inc, on August 1, 2016 the reporting person received a grant of restricted stock units as a result of an adjustment to an existing Emergent restricted stock unit grant held by the reporting person prior to the spin-off. The restricted stock units vest in March 2017.
- F2In connection with the spin-off of Aptevo Therapeutics Inc. from Emergent BioSolutions Inc, on August 1, 2016 the reporting person received a grant of restricted stock units as a result of an adjustment to an existing Emergent restricted stock unit grant held by the reporting person prior to the spin-off. The restricted stock units vest in March 2017 and March 2018.
- F3In connection with the spin-off of Aptevo Therapeutics Inc. from Emergent BioSolutions Inc, on August 1, 2016 the reporting person received a grant of restricted stock units as a result of an adjustment to an existing Emergent restricted stock unit grant held by the reporting person prior to the spin-off. The restricted stock units vest in March 2017, March 2018 and March 2019.
- F4Consists of restricted stock units granted under the Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan, as amended.
- F5Consists of performance stock units granted under the Amended and Restated 2006 Emergent BioSolutions Inc. Stock Incentive Plan, as amended. Each PSU represents a right to receive one share of common stock. The PSUs vest upon achievement with respect to net income as a percentage of total revenue for the 2019 fiscal year, each as determined in accordance with GAAP, as certified by the Compensation Committee following the performance period.
- F6The option grant vests in three equal installments on the day prior to the first, second and third anniversary dates of the grant.
- F7Consists of an option granted on 03/11/2014 under the company's stock incentive plan as amended and restated. In connection with the spin-off on August 1, 2016, the reporting person received a grant of additional stock options as a result of an adjustment to preserve the pre-spin intrinsic value of an existing stock option grant. The adjustments included an adjustment to the stock option price of the grant.
- F8Consists of an option granted on 03/10/2015 under the company's stock incentive plan as amended and restated. In connection with the spin-off on August 1, 2016, the reporting person received a grant of additional stock options as a result of an adjustment to preserve the pre-spin intrinsic value of an existing stock option grant. The adjustments included an adjustment to the stock option price of the grant.
- F9Consists of an option granted on 03/01/2016 under the company's stock incentive plan as amended and restated. In connection with the spin-off on August 1, 2016, the reporting person received a grant of additional stock options as a result of an adjustment to preserve the pre-spin intrinsic value of an existing stock option grant. The adjustments included an adjustment to the stock option price of the grant.