Emergent BioSolutions Inc. Form 4 (Sept. 16, 2020) — El-Hibri

Summary

El-Hibri Fuad, a director, 10% owner and officer with the title Chairman of Emergent BioSolutions Inc. [EBS], reports on this Form 4 the sale of 20,000 shares of common stock on September 16, 2020, at a weighted average price of $102.48, and 20,000 shares on September 17, 2020, at $100.68. Direct holdings after the second sale were 1,149,523 shares. The sales were made under a trading plan adopted on February 25, 2020 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934. The form lists 2,140,463 shares owned directly by Intervac, of which the reporting person serves as managing member, and 1,524,155 shares owned by Biovac, L.L.C., with beneficial ownership disclaimed except to the extent of pecuniary interest. It is signed /s/ Carl A. Valenstein, attorney-in-fact, on September 18, 2020.

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Full text

SEC Form 4

FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * El-Hibri Fuad (Last) (First) (Middle) 400 PROFESSIONAL DRIVE, SUITE 400 (Street) GAITHERSBURG MD 20879 (City) (State) (Zip) | El-Hibri Fuad | (Last) | (First) | (Middle) | 400 PROFESSIONAL DRIVE, SUITE 400 | GAITHERSBURG | MD | 20879 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Emergent BioSolutions Inc. [ EBS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman | X | Director | X | 10% Owner | X | Officer (give title below) | Other (specify below) | Chairman
3. Date of Earliest Transaction
 (Month/Day/Year) 09/16/2020
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.
 3) | 2. Transaction Date
 (Month/Day/Year) | 2A. Deemed Execution Date, if any
 (Month/Day/Year) | 3. Transaction Code (Instr.
 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr.
 3, 4 and 5) | 5.
 Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 7. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | Amount | (A) or (D) | Price
Common Stock | 09/16/2020 | S (1) | 20,000 | D | $ 102.48 (2) | 1,169,523 | D
Common Stock | 09/17/2020 | S (1) | 20,000 | D | $ 100.68 (3) | 1,149,523 | D
Common Stock | 2,140,463 (4) | I | By Intervac, L.L.C.
Common Stock | 1,524,155 (5) | I | By Biovac, L.L.C.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr.
 4) | 11. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
Explanation of Responses:
1. The transaction was made by the Reporting Person pursuant to a trading plan adopted by Fuad El-Hibri Nancy El-Hibri JTWROS on February 25, 2020 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.
2. The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.13 to $102.27. The Reporting Person will provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
3. The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.07 to $102.18. The Reporting Person will provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
4. Intervac is the direct owner of 2,140,463 shares of the Issuer's common stock. The Reporting Person serves as the managing member of Intervac and the Reporting Person or his wife serve as the trustee of each of the members of Intervac. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein.
5. The Reporting Person, individually, and the Reporting Person and his wife, 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. The Reporting Person 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.
Remarks:
/s/ Carl A. Valenstein, attorney-in-fact | 09/18/2020
** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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