-----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, HSmFnLYtWWNcawd7kzFYtQ9FyHUoS9N/6PbdP0EFnfkQduibG6unITdoFFb76W0L TaCeHS6ahXUyXZpHWr61gA== 0000950120-07-000099.txt : 20070214 0000950120-07-000099.hdr.sgml : 20070214 20070214123052 ACCESSION NUMBER: 0000950120-07-000099 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 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: 07616587 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Biovac, L.L.C. CENTRAL INDEX KEY: 0001380894 IRS NUMBER: 522065609 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O EAST-WEST RESOURCES CORPORATION STREET 2: 1684 EAST GUDE DRIVE, SUITE 301 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301-217-9929 MAIL ADDRESS: STREET 1: C/O EAST-WEST RESOURCES CORPORATION STREET 2: 1684 EAST GUDE DRIVE, SUITE 301 CITY: ROCKVILLE STATE: MD ZIP: 20850 SC 13G 1 schedule13g-biovac.htm SCHEDULE 13G Schedule 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)

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
 
  Biovac, 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
 
  1,599,155*
 
  9
 
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  1,599,155*
  10
 
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
  11
 
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  5.8%**
  12
 
  TYPE OF REPORTING PERSON*
 
  OO

*   Biovac, L.L.C. (“Biovac”) 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, Biovac beneficially owns 1,599,155 shares of the Issuer over which it has shared dispositive power with Fuad El-Hibri, its General Manager but no voting power.
 
2
 
** 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:

   
Biovac, L.L.C.

Item 2(b)
Address of Principal Business Office or, if None, Residence:

c/o East-West Resources Corporation
1684 East Gude Drive
Suite 301
Rockville, MD 20850

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:  1,599,155

 
(b)
Percent of Class:  5.8%
 
4
 
 
(c)
Number of shares as to which such person has:
 
(i)  sole power to vote or to direct the vote:  0
 
(ii)  shared power to vote or to direct the vote:  Not applicable.

(iii)  sole power to dispose or to direct the disposition of:  Not applicable.

(iv)  shared power to dispose or to direct the disposition of:  1,599,155

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

 
Biovac, L.L.C.
 
 
  
 
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 Fuad El-Hibri, General Manager of Biovac, L.L.C., filed as Exhibit 24 to Biovac, L.L.C.’s Form 3 filed with the SEC on November 14, 2006, and incorporated by reference herein.
 
6
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