Emergent BioSolutions Inc. Form 4 (Dec. 3, 2021) — El-Hibri
Summary
El-Hibri Fuad, a director of Emergent BioSolutions Inc., reports on this Form 4 that on December 3, 2021, Intervac L.L.C. and BioVac, L.L.C. made a pro-rata liquidating distribution of the Issuer's common stock to their members for no consideration. The form lists 3,018,644 shares now owned indirectly through the Yahia Fuad El-Hibri Revocable Trust, 274,930 through the El-Hibri Family Trust and 206,434 through the El-Hibri Decedents Trust, plus 1,136,971 shares owned directly. After the distribution the reporting person no longer has beneficial ownership over 164,610 shares previously reported as beneficially owned by BioVac. The reporting person disclaims beneficial ownership of the trust shares except to the extent of pecuniary interest, and the remarks show /s/ Carl A. Valenstein, attorney-in-fact, dated 12/07/2021.
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“Emergent BioSolutions Inc. Form 4 (Dec. 3, 2021) — El-Hibri.”
Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-ebs-4-filed2021-12-07-0000899243-21-047222-8dc20662ad/
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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 10% Owner Officer (give title below) Other (specify below) | X | Director | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2021
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 | 12/03/2021 | J (1) | 3,018,644 | A | $ 0.00 | 3,018,644 | I | See Footnote (2)
Common Stock | 12/03/2021 | J (1) | 274,930 | A | $ 0.00 | 274,930 | I | See Footnote (3)
Common Stock | 12/03/2021 | J (1) | 206,434 | A | $ 0.00 | 206,434 | I | See Footnote (4)
Common Stock | 1,136,971 | 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
Explanation of Responses:
1. On December 3, 2021, each of Intervac L.L.C., a Maryland limited liability company ("Intervac"), and BioVac, L.L.C., a Maryland limited liability company ("BioVac"), effected a pro-rata liquidating distribution to their respective members of shares of the Issuer's common stock for no consideration (the "Distribution"). In prior reports filed by the reporting person pursuant to Section 16, the reporting person reported indirect beneficial ownership over shares of the Issuer's common stock held by Intervac and BioVac. After giving effect to the Distribution, the reporting person no longer has beneficial ownership over 164,610 shares of the Issuer's common stock that was previously reported as beneficially owned by BioVac.
2. Held by the Yahia Fuad El-Hibri Revocable Trust, for which the reporting person serves as the Trustee. Comprised of (i) 1,659,099 shares of the Issuer's common stock previously reported as beneficially owned by Intervac and (ii) 1,359,545 shares of the Issuer's common stock previously reported as beneficially owned by BioVac. The reporting person expressly disclaims beneficial ownership of any shares of the Issuer's common stock owned by the Yahia Fuad El-Hibri Revocable Trust except to the extent of his pecuniary interest therein.
3. Held by the El-Hibri Family Trust, for which the reporting person's wife serves as the Trustee. The reporting person expressly disclaims beneficial ownership of any shares of the Issuer's common stock owned by the El Hibri Family Trust except to the extent of his pecuniary interest therein.
4. Held by the El-Hibri Decedents Trust, for which the reporting person serves as the Trustee. The reporting person expressly disclaims beneficial ownership of any shares of the Issuer's common stock owned by the El-Hibri Decendents Trust except to the extent of his pecuniary interest therein.
Remarks:
/s/ Carl A. Valenstein, attorney-in-fact | 12/07/2021
** 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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