SEC Form 4 · accession 0001209191-15-026179
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
Mar 10, 2015
Accepted (ET)
Mar 13, 2015 · 6:06 pm EDT
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 | Mar 10, 2015 | A | 36,219 | $0.00 | A | 2,004,129 | D | |
| Common Stock | Mar 10, 2015 | F | 5,128 | $29.00 | D | 1,999,001 | D | |
| Common Stock | Mar 11, 2015 | F | 1,906 | $28.99 | D | 1,997,095 | D | |
| Common Stock | Mar 12, 2015 | F | 1,463 | $28.67 | D | 1,995,632 | D | |
| Common StockF3 | holding | — | — | — | 2,350,331 | I | By Intervac, L.L.C. | |
| Common StockF4 | 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)F5 | $28.99 | Mar 10, 2015 | A | 72,413 | A | — | Mar 9, 2022 | Common Stock | 72,413 | 72,413 | D |
Explanation of responses
- F1Consists of restricted stock units granted under the Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan, as amended.
- F2Mr. El-Hibri's restricted stock units vest in three equal annual installments on March 9, 2016, March 9, 2017 and March 9, 2018 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.
- F3Mr. 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.
- F4Mr. 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.
- F5Vests in three equal installments on March 9, 2016, March 9, 2017 and March 9, 2018.