-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mdo98AsXi2qfJ9SLHtxmSqfJUBogLMXEpUVVgrQ/e5Wzetsu7+phnB4itMoFmzC4 1WfK94ju+NwbbNd985I8vw== 0001104659-09-010235.txt : 20090217 0001104659-09-010235.hdr.sgml : 20090216 20090217172436 ACCESSION NUMBER: 0001104659-09-010235 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: ADVENT MANAGEMENT III LIMITED PARTNERSHIP. GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III A LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III AFFILIATES GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III B LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III C LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III D LTD PARTNERSHIP GROUP MEMBERS: ADVENT PRIVATE EQUITY FUND III GMBH & CO KG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT VENTURE PARTNERS LLP CENTRAL INDEX KEY: 0001285114 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 25 BUCKINGHAM GATE CITY: LONDON STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Emergent BioSolutions Inc. CENTRAL INDEX KEY: 0001367644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141902018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82602 FILM NUMBER: 09615845 BUSINESS ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 795-1800 MAIL ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 SC 13G 1 a09-5843_1sc13g.htm SC 13G

 

 

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)

March 8, 2007

(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)

x

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).

 



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III “A” Limited Partnership

Advent Private Equity Fund III “B” Limited Partnership;

Advent Private Equity Fund III “C” Limited Partnership;

Advent Private Equity Fund III “D” Limited Partnership;

Advent Private Equity Fund III GMBH & CO KG.;

Advent Private Equity Fund III Affiliates;

Advent Management III Limited Partnership.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Advent Private Equity Fund III “A” Limited Partnership (England);

Advent Private Equity Fund III “B” Limited Partnership (England);

Advent Private Equity Fund III “C” Limited Partnership (England);

Advent Private Equity Fund III “D” Limited Partnership (England);

Advent Private Equity Fund III GMBH & CO KG. (Germany);

Advent Private Equity Fund III Affiliates (England);

Advent Management III Limited Partnership (Scotland).

 

 

 

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
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

Item 1.

 

(a)

Name of Issuer
Emergent BioSolutions Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
300 Professional Drive

Suite 250

Gaithersburg, Maryland 20879

 

Item 2.

 

(a)

Name of Person Filing
Advent Private Equity Fund III “A” Limited Partnership;

Advent Private Equity Fund III “B” Limited Partnership;

Advent Private Equity Fund III “C” Limited Partnership;

Advent Private Equity Fund III “D” Limited Partnership;

Advent Private Equity Fund III GMBH & CO KG.;

Advent Private Equity Fund III Affiliates;

Advent Management III Limited Partnership.

 

(b)

Address of Principal Business Office or, if none, Residence
Advent Private Equity Fund III “A” Limited Partnership

25 Buckingham Gate

London SW1E 6LD

United Kingdom

 

Advent Private Equity Fund III “B” Limited Partnership

25 Buckingham Gate

London SW1E 6LD

United Kingdom

 

Advent Private Equity Fund III “C” Limited Partnership

25 Buckingham Gate

London SW1E 6LD

United Kingdom

 

Advent Private Equity Fund III “D” Limited Partnership 25 Buckingham Gate

London SW1E 6LD

United Kingdom

 

Advent Private Equity Fund III GMBH & CO KG

Theresienstrasse 6

Munich 80333

Germany

 

3



 

 

 

Advent Private Equity Fund III Affiliates

25 Buckingham Gate

London SW1E 6LD

United Kingdom

 

Advent Management III Limited Partnership

50 Lothian Road, Festival Square

Edinburgh EH3 9WJ

United Kingdom

 

(c)

Citizenship
The citizenship of each of the funds is as follows:

 

Advent Private Equity Fund III “A” Limited Partnership (England);

Advent Private Equity Fund III “B” Limited Partnership (England);

Advent Private Equity Fund III “C” Limited Partnership (England);

Advent Private Equity Fund III “D” Limited Partnership (England);

Advent Private Equity Fund III GMBH & CO KG. (Germany);

Advent Private Equity Fund III Affiliates (England);

Advent Management III Limited Partnership (Scotland).

 

(d)

Title of Class of Securities
Common Stock, $0.001 par value

 

(e)

CUSIP Number
29089Q 10 5

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not applicable.

 

4



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

0 shares

 

(b)

Percent of class:   

0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Not applicable.

 

 

(ii)

Shared power to vote or to direct the vote    

0 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Advent Private Equity Fund III “A” Limited Partnership owns 0 shares;

Advent Private Equity Fund III “B” Limited Partnership owns 0 shares;

Advent Private Equity Fund III “C” Limited Partnership owns 0 shares;

Advent Private Equity Fund III “D” Limited Partnership owns 0 shares;

Advent Private Equity Fund III GMBH & CO KG. owns 0 shares;

Advent Private Equity Fund III Affiliates owns 0 shares;

Advent Management III Limited Partnership owns 0 shares.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

None

 

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   x.

 

 

 

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 or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

5



 

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.

 

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: April 13, 2008

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “A” LIMITED PARTNERSHIP

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “B” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “C” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “D” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

 

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III GMBH & CO. KG

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III AFFILIATES

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

6



 

ADVENT MANAGEMENT III LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

7


EX-1 2 a09-5843_1ex1.htm EX-1

Exhibit 1

 

EXHIBIT 1

Re: CUSIP No. 29089Q105

 

Agreement of
Advent Venture Partners LLP, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund III A LTD Partnership, Advent Private Equity Fund III B LTD Partnership, Advent Private Equity Fund III C LTD Partnership, Advent Private Equity Fund III D LTD Partnership and Advent Private Equity Fund III GmbH & Co KG.

 

***

 

Each of the undersigned hereby agree that the Schedule 13G to which this Agreement is attached as Exhibit 1 is filed on behalf of it pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, each of the undersigned disclaim beneficial ownership of the shares of the other, except to the extent of his or its pecuniary interest therein.

 

***

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III Affiliates

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Management III Limited Partnership

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III A LTD Partnership

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III B LTD Partnership

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III C LTD Partnership

 

 

Emergent Biosolutions  - 2009

 



 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III D LTD Partnership

 

 

 

 

 

/s/ Shahzad Malik

 

 

Shahzad Malik
General Partner of Advent Venture Partners LLP

 

 

acting in its capacity as Manager of

 

 

Advent Private Equity Fund III GmbH & Co KG

 

 

Dated:  13 February 2009

 


-----END PRIVACY-ENHANCED MESSAGE-----