SEC FORM 4

SEC Form 4

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^*

Nogales Bruce

(Last)

(First)

(Middle)

4101 RESEARCH COMMONS

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Talecris Biotherapeutics Holdings Corp. [ TLCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & GM, Plasma Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2010		M⁽¹⁾		7,070	A	$1.39	12,991⁽²⁾	D
Common Stock	09/10/2010		S⁽¹⁾		7,070	D	$22.95	5,921⁽²⁾	D
Common Stock	09/13/2010		M⁽¹⁾		18,370	A	$1.39	24,291⁽²⁾	D
Common Stock	09/13/2010		S⁽¹⁾		18,370	D	$22.9566⁽³⁾	5,921⁽²⁾	D

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$1.39	09/10/2010		M⁽¹⁾			7,070	⁽⁴⁾	11/10/2015	Common Stock	7,070	$1.39	18,370	D
Options (right to buy)	$1.39	09/13/2010		M⁽¹⁾			18,370	⁽⁴⁾	11/10/2015	Common Stock	18,370	$1.39	0.0000	D

Explanation of Responses:

1. The transaction reported was effected purusant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2010.

2. The number of shares reported consists of restricted share units representing the right to receive 5,921 shares of the Issuers common stock that will vest in three equal annual installments beginning April 1, 2011, as detailed in a restricted share unit award agreement by and between the Issuer and the Reporting Person, dated as of September 30, 2009.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.95 to $22.975, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The option is fully vested and immediately exercisable.

	/s/ John F. Gaither Jr., attorney in fact	09/14/2010
	** 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).
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