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Emergent BioSolutions Inc. — Director's Dealing 2013
Mar 12, 2013
32870_dirs_2013-03-12_19837ee9-f370-477e-a8d7-dbd2720e1cba.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Emergent BioSolutions Inc. (EBS)
CIK: 0001367644
Period of Report: 2013-03-08
Reporting Person: El-Hibri Fuad (Director, Chairman, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-03-08 | Common Stock | F | 4408 | $15.22 | Disposed | 1841162 | Direct |
| 2013-03-12 | Common Stock | F | 1717 | $14.67 | Disposed | 1839445 | Direct |
| 2013-03-12 | Common Stock | A | 20902 | — | Acquired | 1860347 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2013-03-12 | Employee Stock Option (Right to buy) | $14.67 | A | 41804 | Acquired | 2020-03-11 | Common Stock (41804) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 127721 | Indirect |
| Common Stock | 224628 | Indirect |
| Common Stock | 13333 | Indirect |
| Common Stock | 13333 | Indirect |
| Common Stock | 149712 | Indirect |
| Common Stock | 1638403 | Indirect |
| Common Stock | 15845 | Indirect |
| Common Stock | 15845 | Indirect |
| Common Stock | 15845 | Indirect |
| Common Stock | 1524155 | Indirect |
| Common Stock | 865043 | Indirect |
Footnotes
F1: Mr. El-Hibri's direct holdings include restricted stock units granted under the Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan.
F2: These restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant, 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.
F3: The reporting disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of his wife's shares for purposes of Section 16 or for any other purpose.
F4: These shares are held in a trust for the benefit of the reporting person's family. The reporting person's spouse is trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and this report should not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5: These shares are held in a trust for the benefit of the reporting person's descendants. The reporting person is trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F6: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's wife is trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F7: Mr. El-Hibri holds these shares with his wife, as tenants by the entirety.
F8: These shares are held in a trust for the benefit of a child of the reporting person. The reporting person is trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F9: Mr. 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.
F10: Mr. El-Hibri is the holder of a 40.17% (567,582.3 units) equity interest in BioPharm, L.L.C. BioPharm, L.L.C. is the direct owner of 865,043 shares of Common Stock. Mr. El-Hibri disclaims beneficial ownership of these shares for purposes of Section 16, except to the extent of his pecuniary interest in 347,488 shares.
F11: Exercisable in three equal installments on March 11, 2014, March 11, 2015 and March 11, 2016.