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
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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
Robert Calvin Myers
|
|||||
|
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
United States
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
459,196*
|
||||
|
6
|
SHARED VOTING POWER
0
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
459,196*
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
1,934,849*
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,394,045*
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
|||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%**
|
|||||
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|||||
*
Robert
Myers, as the majority shareholder of Michigan Biologic Products, Inc. (“MBPI”),
has shared dispositive power over the shares of Emergent BioSolutions Inc.
(the
“Issuer”) owned by MBPI. However, MBPI is a party to a voting agreement, dated
June 30, 2004, pursuant to which it granted a proxy to BioPharm, L.L.C.
(“BioPharm”) to vote all of the shares of the Issuer that it owns in the same
manner and to the same extent as BioPharm votes its own shares of the Issuer.
MBPI is a party to another voting agreement, dated June 30, 2004, pursuant
to
which it granted a proxy to Fuad El-Hibri, the
2
General
Manager of Intervac, L.L.C. to vote all of the
shares that it owns of the Issuer in the manner set forth in that voting
agreement. Therefore, as of the date of this filing, Mr. Myers beneficially
owns
1,934,849 shares of the Issuer over which it has shared dispositive power
with
MBPI but no voting power. Mr. Myers has sole voting and dispositive power
over
the 459,196 shares of the Issuer subject to stock options that are fully
vested
and exercisable within 60 days of this filing, as reported in his Form
4, filed
with the SEC on November 21, 2006.
**
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:
|
|
Robert
Calvin Myers
|
|
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
10507
Lakeside Drive
Perrinton,
MI 48871
|
Item
2(c)
|
Citizenship/Place
of Organization:
|
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: 2,394,045
|
|
(b)
|
Percent
of Class: 8.7%
|
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
sole
power to vote or to direct the vote: 459,196
4
(ii)
shared
power to vote or to direct the vote: Not
applicable.
(iii)
sole power to dispose or to direct the disposition of: 459,196
(iv)
shared power to dispose or to direct the disposition of: 1,934,849
|
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
|
Robert
Calvin Myers
|
|||
|
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 Robert Calvin Myers, filed as
Exhibit 24 to Robert Calvin Myers’ Form 3 filed with the SEC on November 14,
2006, and incorporated by reference herein.
6