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Emergent BioSolutions Inc. — Director's Dealing 2020
Feb 29, 2020
32870_dirs_2020-02-28_af526a10-3e78-45a5-a934-5893f3294700.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: 2020-02-26
Reporting Person: El-Hibri Fuad (Director, Chairman, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-02-26 | Common Stock | F | 2365 | $59.91 | Disposed | 1482663 | Direct |
| 2020-02-26 | Common Stock | M | 6429 | — | Acquired | 1489092 | Direct |
| 2020-02-26 | Common Stock | F | 2530 | $59.91 | Disposed | 1486562 | Direct |
| 2020-02-26 | Common Stock | S | 13619 | $58.70 | Disposed | 1472943 | Direct |
| 2020-02-27 | Common Stock | M | 9794 | — | Acquired | 1482737 | Direct |
| 2020-02-27 | Common Stock | F | 3854 | $58.42 | Disposed | 1478883 | Direct |
| 2020-02-27 | Common Stock | S | 9837 | $56.97 | Disposed | 1469046 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-02-26 | Restricted Stock Unit | $ | M | 6429 | Disposed | Common Stock (6429) | Direct | |
| 2020-02-27 | Restricted Stock Unit | $ | M | 9794 | Disposed | Common Stock (9794) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 4344250 | Indirect |
| Common Stock | 1524155 | Indirect |
Footnotes
F1: Represents a withholding of shares by Emergent Biosolutions Inc. to satisfy tax withholding obligations on the vesting of restricted stock units pursuant to award granted February 26, 2019, which was inadvertently not reported on a Form 4 filed on February 27, 2020.
F2: Restricted stock units convert into common stock on a one-for-one basis.
F3: All sales listed on this Form 4 were made by the Reporting Person pursuant to a trading plan adopted on September 4, 2019 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.
F4: The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.38 to $60.39.
F5: The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.25 to $58.08.
F6: Mr. El-Hibri's wife, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 40.65% equity interest in Intervac, L.L.C., which in turn is the direct owner of 4,344,250 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac, L.L.C. for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein.
F7: Mr. El-Hibri, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 89.2% equity interest in Biovac, L.L.C, which in turn is the direct owner of 1,524,155 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Biovac, L.L.C. for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein.
F8: On February 27, 2018, Mr. El-Hibri was granted 19,288 restricted stock units vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.
F9: On February 28, 2017, Mr. El-Hibri was granted 29,382 restricted stock units vesting in three approximately equal annual installments beginning on the day prior to the first anniversary of the grant date.