SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Grifols SA

(Last)

(First)

(Middle)

AVINGUDA DE LA GENERALITAT, 152-158

(Street)

BARCELONA

08174

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2010

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. On June 6, 2010, Grifols, S.A. ("Grifols") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Talecris Biotherapeutics Holdings Corp. ("Talecris") and Grifols, Inc., a wholly owned subsidiary of Grifols ("HoldCo"). Pursuant to the Merger Agreement, subject to the terms and conditions thereof, Talecris will merge with and into a newly formed, wholly owned subsidiary of Talecris incorporated in the Commonwealth of Virginia ("Talecris Virginia Sub") and, immediately thereafter, HoldCo will merge with and into Talecris Virginia Sub (collectively, the "Transaction"). Concurrently with the execution of the Merger Agreement, Grifols and Talecris Holdings, LLC ("Talecris Holdings") entered into a Voting Agreement, dated as of June 6, 2010 (the "Voting Agreement").

2. The Voting Agreement requires Talecris Holdings to vote in a certain matter, and provides certain designees of Grifols with an irrevocable proxy, with respect to certain matters related to the Transaction. There are currently 61,175,236 shares of Talecris common stock subject to the Voting Agreement (together with any additional shares of voting capital stock of Talecris or Talecris Virginia Sub that Talecris Holdings acquires, or, in certain cases, has the right to acquire, beneficial ownership of after the effective date of the Voting Agreement, collectively, the "Covered Shares"). The Covered Shares currently constitute approximately 49.8% of the issued and outstanding shares of Talecris common stock (assuming 122,875,752 shares outstanding as of June 6, 2010, as represented by Talecris in the Merger Agreement).

3. For additional information regarding the Merger Agreement and the Voting Agreement, please see the Schedule 13D filed by Grifols with the Securities and Exchange Commission on June 16, 2010.

4. As of the date hereof, Grifols does not own any shares of Talecris common stock. However, as a result of Grifols entering into the Voting Agreement, Grifols may be deemed to share with Talecris Holdings the power to vote or to direct the voting of the Covered Shares solely with respect to those matters described in the Voting Agreement and, therefore, beneficially own within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), greater than 10% of the shares of Talecris common stock outstanding. However, even if that were the case, Grifols does not have any pecuniary interest in any of the Covered Shares.

5. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Grifols or any other person that he, she or it is the beneficial owner of any of the shares referred to herein for purposes of Section 13(d) or Section 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

	/s/ David I. Bell	06/16/2010
	** 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 5 (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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