|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Restrictive Stock Units (4) | (1) | 02/28/2017 | A | 29,382 | (5) | (5) | Common Stock | 29,382 | $ 0 | 105,576 | D | ||||
Restrictive Stock Units (4) | (1) | 02/28/2017 | M | 9,722 | (6) | (6) | Common Stock | 9,722 | $ 0 | 95,854 | D | ||||
Employee Stock Option (right to buy) | $ 30.63 | 02/28/2017 | A | 58,747 | (7) | 02/27/2024 | Common Stock | 58,747 | $ 0 | 58,747 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
El-Hibri Fuad 400 PROFESSIONAL DRIVE, SUITE 400 GAITHERSBURG, MD 20879 |
X | X | Chairman |
/s/ Carl A. Valenstein, attorney-in-fact | 03/02/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | Mr. El-Hibri's wife, individually, and Mr. and Mrs. El-Hibri, as tenants by the entirety, collectively hold an aggregate 40.65% equity interest in Intervac, L.L.C., which in turn is the direct owner of 4,344,250 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Intervac, L.L.C. for purposes of Section 16 of the Exchange act or otherwise, except to the extent of his pecuniary interest therein. |
(3) | Mr. El-Hibri holds individually and with his wife, as tenants by the entirety, an aggregate 89.2% equity interest in Biovac, LLC, which in turn is the direct owner of 1,524,155 shares of the Issuer's common stock. Mr. El-Hibri disclaims beneficial ownership of the shares of the Issuer's common stock directly owned by Biovac, LLC for purposes of Section 16 of the Exchange act or otherwise, except to the extent of his pecuniary interest therein. |
(4) | In connection with the Issuer's spin-off of Aptevo Therapeutics Inc. effective on August 1, 2016 (the "Spin-off"), the Issuer made certain adjustments to the price and number of equity awards held by continuing employees. Accordingly, Mr. El-Hibri, as a continuing Emergent employee with equity awards issued prior to the Spin-off, received an equitable adjustment to the number and grant price of his restricted stock units. |
(5) | On February 28, 2017, Mr. El-Hibri was granted 29,382 restricted stock units vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date. |
(6) | On March 1, 2016, Mr. El-Hibri was granted 29,167 restricted stock units (after giving effect to the adjustment in connection with the Spin-off) vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date. |
(7) | On February 28, 2017, Mr. El-Hibri was granted 58,747 stock options vesting in three equal annual installments beginning on the day prior to the anniversary of the grant date. |