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Emergent BioSolutions Inc. — Director's Dealing 2016
May 26, 2016
32870_dirs_2016-05-25_dc03b051-c54e-4d73-bf7e-b3946064782d.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: 2016-05-23
Reporting Person: El-Hibri Fuad (Director, Chairman, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2016-05-23 | Common Stock | M | 20000 | $15.91 | Acquired | 1719073 | Direct |
| 2016-05-23 | Common Stock | S | 20000 | $42.76 | Disposed | 1699073 | Direct |
| 2016-05-23 | Common Stock | S | 25000 | $42.50 | Disposed | 1674073 | Direct |
| 2016-05-24 | Common Stock | M | 20000 | $15.91 | Acquired | 1694073 | Direct |
| 2016-05-24 | Common Stock | S | 20000 | $42.26 | Disposed | 1674073 | Direct |
| 2016-05-25 | Common Stock | M | 20000 | $15.91 | Acquired | 1694073 | Direct |
| 2016-05-25 | Common Stock | S | 20000 | $42.57 | Disposed | 1674073 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2016-05-23 | Employee | |||||||
| Stock Option (right to buy) | $15.91 | M | 20000 | Disposed | 2017-03-08 | Common Stock (20000) | Direct | |
| 2016-05-24 | Employee | |||||||
| Stock Option (right to buy) | $15.91 | M | 20000 | Disposed | 2017-03-08 | Common Stock (20000) | Direct | |
| 2016-05-25 | Employee | |||||||
| Stock Option (right to buy) | $15.91 | M | 20000 | Disposed | 2017-03-08 | Common Stock (20000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 2350331 | Indirect |
| Common Stock | 1524155 | Indirect |
Footnotes
F1: The transactions reported herein were effectuated by the Reporting Person pursuant to two separate trading plans adopted on February 29, 2016, each of which are intended to comply with Rule 10b5-1(c) under the Exchange Act.
F2: The selling price of $42.76 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 $42.29 to $42.85, inclusive. 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.
F3: The selling price of $42.26 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 $41.58 to $42.49, inclusive. 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 $42.57 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 $42.15 to $42.93, inclusive. 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 options vested in three equal installments on March 9, 2011, March 9, 2012 and March 9, 2013.