SEC Form 4 · accession 0001209191-15-005427
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
Jan 20, 2015
Accepted (ET)
Jan 21, 2015 · 4:15 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,F2 | Jan 20, 2015 | M | 33,333 | $7.00 | A | 1,983,235 | D | |
| Common StockF1,F3,F2 | Jan 20, 2015 | S | 8,022 | $27.157 | D | 1,975,213 | D | |
| Common StockF1,F4,F2 | Jan 20, 2015 | S | 7,303 | $28.2393 | D | 1,967,910 | D | |
| Common StockF5 | holding | — | — | — | 2,350,331 | I | By Intervac, L.L.C. | |
| Common StockF6 | 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)F1,F7 | $7.00 | Jan 20, 2015 | M | 33,333 | D | — | Mar 10, 2015 | Common Stock | 33,333 | 0 | D |
Explanation of responses
- F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2014.
- F2Mr. El-Hibri's direct holdings include restricted stock units granted under the 2nd Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan and the Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan. Mr. El-Hibri's restricted stock units vest in equal annual installments beginning on the anniversary of the grant date, assuming continued service with the company. Each restricted stock unit represents the right of the Reporting Person to receive one share of Common Stock of Emergent BioSolutions Inc., subject to adjustment as provided in the grant agreement.
- F3The selling price of $27.1570 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 $26.74 to $27.565. 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.
- F4The selling price of $28.2393 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 $27.98 to $28.32. 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.
- F5Mr. 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.
- F6Mr. 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.
- F7The option vested in three equal installments on March 11, 2009, March 11, 2010 and March 11, 2011.