Form 4: Emergent BioSolutions Inc. (EBS), Lindahl Richard S, transaction 02/28/2022

Summary

LINDAHL RICHARD S, an officer of Emergent BioSolutions Inc. with the title EVP, Chief Financial Officer, reports on this Form 4 the 03/01/2022 grant of 31,417 restricted stock units, 16,916 performance stock units and 38,664 Employee Stock Options (Right to Buy) at $41.38 that expire 02/28/2029. According to the explanation of responses, 9,667 of the restricted stock unit shares vest in three equal annual installments and 21,750 on the day prior to the second anniversary date of the grant. The PSUs are measured on adjusted EBITDA as a percentage of total GAAP revenue from January 1, 2022 to December 31, 2024, at a target payout factor of 100%. On 02/28/2022 the Company withheld 818 shares at $39.64, leaving 85,473 shares owned directly.

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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 * LINDAHL RICHARD S (Last) (First) (Middle) 400 PROFESSIONAL DRIVE, SUITE 400 (Street) GAITHERSBURG MD 20879 (City) (State) (Zip) | LINDAHL RICHARD S | (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Financial Officer | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | EVP, Chief Financial Officer
3. Date of Earliest Transaction
 (Month/Day/Year) 02/28/2022
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 | 03/01/2022 | A | 31,417 (1) | A | $ 0 | 69,375 | D
Common Stock | 03/01/2022 | A | 16,916 (2) | A | $ 0 | 86,291 | D
Common Stock (3) | 02/28/2022 | F | 818 | D | $ 39.64 | 85,473 | 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) | $ 41.38 | 03/01/2022 | A | 38,664 | (4) | 02/28/2029 | Common Stock | 38,664 | $ 41.38 | 38,664 | D
Explanation of Responses:
1. Consists of restricted stock units granted under the company's Stock Incentive Plan. These restricted stock units vest either in three equal annual installments beginning on the day prior to the first anniversary of the date of grant (9,667 shares) or on the day prior to the second anniversary date of the grant (21,750 shares), 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 as a percentage of total GAAP revenue calculated on a cumulative basis over the three-year period beginning January 1, 2022 and ending December 31, 2024, 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 by the Company in exchange for payment of the employee's withholding 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 | 03/02/2022
** 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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