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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restrictive Stock Units (4) | (5) | 03/01/2016 | A | 26,303 | (6) | (6) | Common Stock | 26,303 | $ 0 | 106,982 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
El-Hibri Fuad 400 PROFESSIONAL DRIVE, SUITE 400 GAITHERSBURG, MD 20879 |
X | X | Chairman |
/s/ Carl A. Valenstein, attorney-in-fact | 03/11/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This form 4 is being amended to reflect a change in reporting convention by backing out from Table I Mr. El-Hibri's unvested restricted stock units. Such unvested restricted stock units are instead reported on Table II. The 1,771,605 shares of securities beneficially owned directly by Mr. El-Hibri does not include unvested restricted stock units. |
(2) | 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. |
(3) | 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. This number corrects a historical scrivener's error that occurred more than two years ago. Prior to the transaction reported herein, for purposes of Section 16 of the Exchange Act, Mr. El-Hibri directly held a pecuniary interest in 1,771,605 shares of Common Stock. |
(4) | This form 4 is being amended to reflect a change in reporting convention. The restrictive stock units set forth in Table II reflect Mr. El Hibri's unvested RSUs that were backed out of Table I. |
(5) | Each restricted stock unit represents the right of Mr. El-Hibri to receive one share of common stock of Emergent BioSolutions Inc., subject to adjustment as provided in the grant agreement. |
(6) | The restricted stock units and options vest in three equal installments on February 28, 2017, February 28, 2018 and February 28, 2019. |