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).
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CUSIP
No. 29089Q
10 5
|
13G
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Page
2 of 5 pages
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1
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NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Biologika, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0*
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,375,084*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,084*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%**
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12
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TYPE OF REPORTING PERSON*
OO
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*
Biologika,
L.L.C. (“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 Emergent BioSolutions Inc. (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
2
the
date
of this filing, Biologika beneficially owns 1,375,084 shares of the Issuer,
over
which it has shared dispositive power with Mauro and Yasmine Gibellini, but
no
voting power.
**
Based on 27,596,249 shares of Emergent BioSolutions Inc. issued and outstanding
as of December 31, 2006.
3
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Item
1(a)
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Name
of Issuer:
|
Emergent
BioSolutions Inc.
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Item
1(b)
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Address
of Issuer’s Principal Executive
Offices:
|
2273
Research Blvd.
Suite
400
Gaithersburg,
Maryland 20850
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Item
2(a)
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Name
of Person Filing:
|
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Biologika,
L.L.C.
|
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Item
2(b)
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Address
of Principal Business Office or, if None,
Residence:
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11308
Glen Rd.
Potomac,
MD 20854
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Item
2(c)
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Citizenship/Place
of Organization:
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Maryland,
United States
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock, $0.001 par value
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Item
2(e)
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CUSIP
Number:
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29089Q
10 5
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Item
3
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Not
applicable.
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Item
4
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Ownership.
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(a)
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Amount
Beneficially Owned: 1,375,084
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(b)
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Percent
of Class: 5.0%
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(c)
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Number
of shares as to which such person
has:
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(i)
sole
power to vote or to direct the vote: 0
4
(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
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Item
5
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Ownership
of Five Percent or Less of a Class:
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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.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Not
applicable.
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company.
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Not
applicable.
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Item
8
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Identification
and Classification of Members of the
Group.
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Not
applicable.
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Item
9
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10
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Certification.
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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
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Biologika,
L.L.C.
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By:
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/s/
Carl A. Valenstein
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Name:
Carl A. Valenstein
Title:
Attorney-in-fact
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*
Duly
authorized under Power of Attorney appointing Carl A. Valenstein
attorney-in-fact, dated November 8, 2006, by Mauro Gibellini, Manager of
Biologika, L.L.C., filed as Exhibit 24 to Biologika, L.L.C.’s Form 3 filed with
the SEC on November 14, 2006, and incorporated by reference herein.
6