Form 4: Emergent BioSolutions Inc. (EBS), Kramer Robert, transaction 02/24/2021

Summary

Kramer Robert, a director and an officer of Emergent BioSolutions Inc. with the title President and CEO, reports on this Form 4 the February 24, 2021 grant of 14,975 restricted stock units, 14,975 performance stock units and 59,898 Employee Stock Options (Right to Buy) at $93.49, expiring 02/23/2028. Shares withheld to pay taxes were 2,425 at $93.49 on 02/24/2021 and 1,716 and 860 at $97.15 on 02/26/2021, for 163,147 shares owned directly afterward. The PSUs vest on adjusted EBITDA margin over January 1, 2021 to December 31, 2023, reported at the target payout factor of 100%, and the restricted stock units vest in three equal annual installments. The remarks show /s/ S. Scott Lieberman, Attorney-in-fact.

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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 * Kramer Robert (Last) (First) (Middle) 400 PROFESSIONAL DR, SUITE 400 (Street) GAITHERSBURG MD 20879 (City) (State) (Zip) | Kramer Robert | (Last) | (First) | (Middle) | 400 PROFESSIONAL DR, 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 10% Owner X Officer (give title below) Other (specify below) President and CEO | X | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | President and CEO
3. Date of Earliest Transaction
 (Month/Day/Year) 02/24/2021
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 | 02/24/2021 | A | 14,975 (1) | A | $ 0 | 153,173 | D
Common Stock | 02/24/2021 | A | 14,975 (2) | A | $ 0 | 168,148 | D
Common Stock (3) | 02/24/2021 | F | 2,425 | D | $ 93.49 | 165,723 | D
Common Stock (3) | 02/26/2021 | F | 1,716 | D | $ 97.15 | 164,007 | D
Common Stock (3) | 02/26/2021 | F | 860 | D | $ 97.15 | 163,147 | D
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
Employee Stock Options (Right to Buy) | $ 93.49 | 02/24/2021 | A | 59,898 | (4) | 02/23/2028 | Common Stock | 59,898 | $ 93.49 | 59,898 | D
Explanation of Responses:
1. Consists of restricted stock units granted under the company's Stock Incentive Plan. These restricted stock units vest in three equal annual installments beginning on the day prior to the first anniversary of the date of grant, 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.
2. Consists of performance stock units granted under the Emergent BioSolutions Inc. Stock Incentive Plan. Each PSU represents a right to receive one share of common stock. The PSUs vest upon achievement with respect to adjusted EBITDA margin calculated on a cumulative basis over the three-year period beginning January 1, 2021 and ending December 31, 2023, as certified by the Compensation Committee following the performance period. The amount reported is based on the target performance payout factor, or 100%.
3. Represents shares of common stock withheld to pay taxes.
4. Vests in three equal installments beginning on the day prior to the anniversary date of the grant.
Remarks:
/s/ S. Scott Lieberman, Attorney-in-fact | 02/26/2021
** 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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