| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/21/2018 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/19/2018 | M(1)(2) | 20,000 | A | $14.44 | 1,508,675 | D | |||
| Common Stock | 11/20/2018 | M(1)(2) | 15,173 | A | $14.44 | 1,503,848(3) | D | |||
| Common Stock | 11/26/2018 | M(1)(4) | 25,000 | A | $13.38 | 1,513,675(3) | D | |||
| Common Stock | 11/27/2018 | M(1)(4) | 20,832 | A | $13.38 | 1,509,507(3) | D | |||
| Common Stock | 11/27/2018 | S(1) | 20,832 | D | $69.59(5) | 1,488,675 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $14.44 | 11/19/2018 | M(1)(2) | 20,000 | (6) | 03/12/2019 | Common Stock | 20,000 | $0.00 | 15,173 | D | ||||
| Employee Stock Options (Right to Buy) | $14.44 | 11/20/2018 | M(1)(2) | 15,173 | (6) | 03/12/2019 | Common Stock | 15,173 | $0.00 | 0 | D | ||||
| Employee Stock Options (Right to Buy) | $13.38 | 11/26/2018 | M(1)(4) | 25,000 | (7) | 03/11/2020 | Common Stock | 25,000 | $0.00 | 20,832 | D | ||||
| Employee Stock Options (Right to Buy) | $13.38 | 11/27/2018 | M(1)(4) | 20,832 | (7) | 03/11/2020 | Common Stock | 20,832 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. All transactions listed on this Form 4 were made by the Reporting Person pursuant to a trading plan adopted on June 6, 2018 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. |
| 2. The reported option exercises were inadvertently omitted from the original Form 4 filed with the Securities and Exchange Commission ("SEC") on November 21, 2018, which reported the sales of shares of the Issuer's common stock ("Common Stock") only, rather than the exercises of the options and subsequent sales of the shares of Common Stock acquired upon such exercises. |
| 3. The number of shares of Common Stock directly beneficially owned by the Reporting Person reported on this amended Form 4 gives effect to the sales of Common Stock by the Reporting Person as reported on the Forms 4 filed with the SEC on November 21, 2018 and November 28, 2018, as applicable. |
| 4. The reported option exercises were inadvertently omitted from the original Form 4 filed with the SEC on November 28, 2018, which reported the sales of shares of Common Stock only, rather than the exercises of the options and subsequent sales of the shares of Common Stock acquired upon such exercises. |
| 5. The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.31 to $70.32. |
| 6. The options vested in three equal installments on March 12, 2013, March 12, 2014 and March 12, 2015. |
| 7. The options vested in three equal installments on March 11, 2014, March 11, 2015 and March 11, 2016. |
| Remarks: |
| /s/ Carl A. Valenstein, attorney-in-fact | 02/19/2019 | |
| ** 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. | ||