Schedule 13G

-----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, T6Cwz7lxMTn77NjDnJXquBeTr6zhwhQiIDSnHc0OSxiwRvXgXV6pf0W0aP3kdzAM L+efsBurXZ0jrsfqOP6bhQ== 0000950120-07-000103.txt : 20070214 0000950120-07-000103.hdr.sgml : 20070214 20070214123513 ACCESSION NUMBER: 0000950120-07-000103 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gibellini Yasmine CENTRAL INDEX KEY: 0001380797 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 301-983-2295 MAIL ADDRESS: STREET 1: 11308 GLEN RD. CITY: POTOMAC STATE: MD ZIP: 20854 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: 07616668 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 schedule13g-ygibellini.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 Yasmine Gibellini
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 Germany
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 1,375,084*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,084*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%**
12	TYPE OF REPORTING PERSON* IN

* Yasmine Gibellini and her husband Mauro Gibellini have shared dispositive power over 100% of the shares of Emergent BioSolutions Inc. (the “Issuer”) owned by Biologika, L.L.C. (“Biologika”) as tenants by the entirety. However, Biologika 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. Biologika is a party to another 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 the Issuer in the manner set forth in that voting agreement. Therefore, as of the date of this filing, Mr. and Mrs. Gibellini beneficially own 1,375,084 shares of the Issuer over which they have shared dispositive power with Biologika but no voting power.

** Based on 27,596,249 shares of Emergent BioSolutions Inc. issued and outstanding as of December 31, 2006.

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:

Yasmine Gibellini

Item 2(b)

Address of Principal Business Office or, if None, Residence:

11308 Glen Road

Potomac, MD 20854

Item 2(c)

Citizenship/Place of Organization:

Germany

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: 1,375,084

(b)

Percent of Class: 5.0%

(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: 1,375,084

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.

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

	Yasmine Gibellini
	By:	/s/ Carl A. Valenstein
		Name: Carl A. Valenstein Title: Attorney-in-fact

EXHIBIT INDEX

Exhibit No.		Description

1		Power of Attorney

EX-24 2 ygibellini-poa.htm EXHIBIT 1 - POWER OF ATTORNEY Power of Attorney

EXHIBIT 1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints any attorney or legal assistant of Thelen Reid & Priest LLP, including Carl A. Valenstein, Esq., Joseph R. Tiano, Esq., Andrea Schroepfer and Rachel Lipman, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1) execute, acknowledge, and deliver such written documentation with respect to completing and filing a UNIFORM APPLICATION FOR ACCESS CODES TO FILE ON EDGAR with the U.S. Security and Exchange Commission, all upon such terms and conditions as said attorney shall approve.

(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a significant stockholder of Emergent BioSolutions Inc. (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) and Forms 13D and/or 13G (including any amendments thereto) in accordance with Section 13 of the Exchange Act;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, 5, 13D and/or 13G, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;

(4) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of

attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of November, 2006.

	/s/ Yasmine Gibellini
	Yasmine Gibellini

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