Emergent BioSolutions Inc. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Emergent BioSolutions Inc. (EBS)
CIK: 0001367644
Period of Report: 2015-01-20

Reporting Person: El-Hibri Fuad (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-20	Common Stock	M	33333	$7.00	Acquired	1983235	Direct
2015-01-20	Common Stock	S	8022	$27.157	Disposed	1975213	Direct
2015-01-20	Common Stock	S	7303	$28.2393	Disposed	1967910	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-20	Employee Stock Option (right to buy)	$7.00	M	33333	Disposed	2015-03-10	Common Stock (33333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2350331	Indirect
Common Stock	1524155	Indirect

Footnotes

F1: The 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.

F2: Mr. 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.

F3: The 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.

F4: The 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.

F5: Mr. 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.

F6: 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.

F7: The option vested in three equal installments on March 11, 2009, March 11, 2010 and March 11, 2011.