Sec Form 4 Filing - El-Hibri Fuad @ Emergent BioSolutions Inc. - 2020-09-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
El-Hibri Fuad
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman
(Last) (First) (Middle)
400 PROFESSIONAL DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2020
(Street)
GAITHERSBURG, MD20879
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/09/2020 S( 1 ) 20,000 D $ 102.8 ( 2 ) 1,209,523 D
Common Stock 09/10/2020 S( 1 ) 20,000 D $ 102.66 ( 3 ) 1,189,523 D
Common Stock 2,140,463 ( 4 ) ( 5 ) I By Intervac, L.L.C.
Common Stock 1,524,155 ( 6 ) I By Biovac, L.L.C.
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
El-Hibri Fuad
400 PROFESSIONAL DRIVE, SUITE 400
GAITHERSBURG, MD20879
X X Chairman
Signatures
/s/ Carl A. Valenstein, attorney-in-fact 09/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction was made by the Reporting Person pursuant to a trading plan adopted by Fuad El-Hibri Nancy El-Hibri JTWROS on February 25, 2020 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act").
( 2 )The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.88 to $105.10.
( 3 )The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.72 to $104.06.
( 4 )The decrease in the number of shares of the Issuer's common stock held by Invervac, L.L.C. ("Intervac") does not reflect a sale of such shares by Intervac. On August 25, 2020 Intervac completed an internal restructuring pursuant to which Intervac redeemed all of the membership interests in Intervac held by members that were not controlled or managed, directly or indirectly, by Mr. El-Hibri or Mrs. El-Hibri. In consideration for such redemption, Intervac effected a pro-rata distribution of an aggregate of 2,177,121 shares of the Issuer's common stock to such non-affiliated members. After giving effect to the pro-rata distribution, Intervac is the direct owner of 2,140,463 shares of the Issuer's common stock and either Mr. El-Hibri or Mrs. El-Hibri serve as the trustee of each of the remaining members of Intervac.
( 5 )(continued from footnote 4) Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, which such pecuniary interest did not change as a result of the above described transaction.
( 6 )Mr. El-Hibri, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 89.2% equity interest in Biovac, L.L.C, which in turn is the direct owner of 1,524,155 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Biovac, L.L.C. for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein.

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