Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Emergent
BioSolutions Inc.
(Name
of
Issuer)
Common
Stock, $0.001 par value per share
(Title
of
Class of Securities)
29089Q
10 5
(CUSIP
Number)
November
14, 2006
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule 13d
- 1(b)
o
Rule 13d
- 1(c)
ý
Rule 13d
- 1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 29089Q
10 5
|
13G
|
Page
2 of 5 pages
|
||||
|
1
|
NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARPI, L.L.C.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, United States
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0*
|
||||
|
6
|
SHARED VOTING POWER
0
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
658,254*
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,254*
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
|||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%**
|
|||||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|||||
*
ARPI,
L.L.C. (“ARPI”) is a party to a voting agreement, dated June 30, 2004, pursuant
to which it granted a proxy to Fuad El-Hibri, the General Manager of Intervac,
L.L.C. to vote all of the shares that it owns of Emergent BioSolutions Inc.
(the
“Issuer”)
in the manner set forth in the voting agreement. Therefore, as of the
date of this filing, ARPI beneficially owns 658,254 shares of the Issuer
over
which it has shared dispositive power with Janice Mugrditchian, the Manager
and
sole member of ARPI, but no
2
voting
power. ARPI is subject to Section 13 reporting by virtue of its membership
in
the voting group formed under the June 30, 2004 voting agreement.
**
Based
on 27,596,249 shares of Emergent BioSolutions Inc. issued and outstanding
as of
December 31, 2006.
3
|
Item
1(a)
|
Name
of Issuer:
|
Emergent
BioSolutions Inc.
|
Item
1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
2273
Research Blvd.
Suite
400
Gaithersburg,
Maryland 20850
|
Item
2(a)
|
Name
of Person Filing:
|
|
ARPI,
L.L.C.
|
|
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
11308
Glen Road
Potomac,
MD 20854
|
Item
2(c)
|
Citizenship/Place
of Organization:
|
Maryland,
United States
|
Item
2(d)
|
Title
of Class of Securities:
|
Common
Stock, $0.001 par value
|
Item
2(e)
|
CUSIP
Number:
|
29089Q
10 5
|
Item
3
|
Not
applicable.
|
|
Item
4
|
Ownership.
|
|
(a)
|
Amount
Beneficially Owned: 658,254
|
|
(b)
|
Percent
of Class: 2.4%
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
sole
power to vote or to direct the vote: 0
4
(ii)
shared
power to vote or to direct the vote: Not
applicable.
(iii)
sole power to dispose or to direct the disposition of: 658,254
(iv)
shared power to dispose or to direct the disposition of: Not
applicable.
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
|
If
this statement is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the
following o.
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
applicable.
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company.
|
Not
applicable.
|
Item
8
|
Identification
and Classification of Members of the
Group.
|
Not
applicable.
|
Item
9
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
Item
10
|
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
5
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 14, 2007
|
ARPI,
L.L.C.
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|||
|
By:
|
/s/
Carl A. Valenstein
|
||
|
Name:
Carl A. Valenstein
Title:
Attorney-in-fact
|
|||
*
Duly
authorized under Power of Attorney appointing Carl A. Valenstein
attorney-in-fact, dated November 8, 2006, by Janice Mugrditchian, Manager
of
ARPI, L.L.C., filed as Exhibit 24 to ARPI, L.L.C.’s Form 3 filed with the SEC on
November 14, 2006, and incorporated by reference herein.
6