| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/08/2007 |
3. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 727,209 | D(1) | |
| Common Stock | 415,381 | D(2) | |
| Common Stock | 94,399 | D(3) | |
| Common Stock | 47,652 | D(4) | |
| Common Stock | 13,689 | D(5) | |
| Common Stock | 5,320 | D(6) | |
| Common Stock | 33,714 | D(7) | |
| Common Stock | 117,054 | D(8) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1. |
| 2. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP BHCA. |
| 3. The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Global. |
| 4. The amount shown represents the beneficial ownership of the Issuer's securities owed by JPMP Cayman. |
| 5. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Global A. |
| 6. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Cayman II. |
| 7. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Selldown. |
| 8. The amount shown represents the beneficial ownership of the Issuer's securities owned by JPMP Selldown II. |
| J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: s/s John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P. By: JPMP Global Investors, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| JPMP MASTER FUND MANAGER, L.P. By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| JPMP GLOBAL INVESTORS, L.P. By: JPMP Capital Corp., its general partner By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| JPMP CAPITAL CORP. By: /s/ John C. Wilmot Name: John C Wilmot Title: Managing Director | 03/08/2007 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 99.1
JPMP BHCA/Emergent BioSolutions Inc. -
(1) This Form 3 is being filed by:
(i) J.P. Morgan Partners (BHCA), L.P. (“JPMP BHCA”),
(ii) J.P. Morgan Partners Global Investors, L.P. (“J.P. Morgan Global”),
(iii) J.P. Morgan Partners Global Investors A, L.P. (“JPMP Global A”),
(iv) J.P. Morgan Partners Global Investors (Cayman), L.P. (“JPMP Cayman”),
(v) J.P. Morgan Partners Global Investors (Cayman) II, L.P. (“JPMP Cayman II”),
(vi) J.P. Morgan Partners Global Investors (Selldown), L.P. (“JPMP Selldown”),
(vii) J.P. Morgan Partners Global Investors (Selldown) II, L.P. (“JPMP Selldown II” and together with J.P. Morgan Global, JPMP Global A, JPMP Cayman, JPMP Cayman II and JPMP Selldown, the “Global Funds”),
(viii) JPMP Master Fund Manager, L.P. (“JPMP MFM”), the general partner of JPMP BHCA,
(ix) JPMP Global Investors, L.P. (“JPMP Global”), the general partner of the Global Funds, and
(x) JPMP Capital Corp. (“JPMP Capital”, and together with JPMP BHCA, the Global Funds, JPMP MFM and JPMP Global, the “Reporting Persons”), the general partner of JPMP MFM and JPMP BHCA.
Each of JPMP Global and JPMP Capital may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to beneficially own the shares held by the Global Funds. Each of JPMP MFM and JPMP Capital may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own the shares held by the JPMP BHCA. The amount shown represents the beneficial ownership of the Issuer’s common stock held by the Reporting Persons as a group.
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Name and Address of |
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Designated |
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Date of Event |
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Issuer, Name, |
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Title and |
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J.P.
Morgan Partners (BHCA), |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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Name and Address of |
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Designated |
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Date of Event |
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Issuer, Name, |
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Title and |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I Row 5 |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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J.P.
Morgan Partners Global |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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JPMP
Master Fund Manager, L.P. |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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JPMP
Global Investors, L.P. |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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JPMP
Capital Corp. |
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J.P. Morgan Partners (BHCA), L.P. |
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March 8, 2007 |
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Emergent BioSolutions Inc. [EBS] |
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See Table I |
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Name and Address of |
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Title of Derivative |
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Ownership |
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Nature of |
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Disclaims |
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J.P.
Morgan Partners (BHCA), L.P. |
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors, L.P.
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors (Cayman), L.P. |
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors A, L.P.
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors (Cayman) II, L.P. |
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors (Selldown), L.P. |
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Not Applicable |
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D |
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Not Applicable |
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J.P.
Morgan Partners Global Investors (Selldown) II, L.P. |
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Not Applicable |
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D |
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Not Applicable |
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JPMP
Master Fund Manager, L.P. |
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Not Applicable |
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I |
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See Explanatory Note 1 below |
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No |
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Name and Address of |
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Title of Derivative |
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Ownership |
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Nature of |
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Disclaims |
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JPMP
Global Investors, L.P. |
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Not Applicable |
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I |
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See Explanatory Note 2 below |
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No |
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JPMP
Capital Corp. |
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Not Applicable |
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I |
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See Explanatory Note 3 below |
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No |
Explanatory Note:
(1) The amounts shown in Table I in row 2 represents the beneficial ownership of the Issuer’s securities held by JPMP BHCA, a portion of which may be attributable to JPMP MFM because it is the sole general partner of JPMP BHCA. The actual pro rata portion of such beneficial ownership that may be attributable to JPMP MFM is not readily determinable because it is subject to several variables, including the internal rate of return and vesting interest within JPMP BHCA. JPMP MFM disclaims such beneficial ownership except to the extent of its pecuniary interest.
(2) The amounts shown in Table I in row 3 through 8 represents the beneficial ownership of the Issuer’s securities held by the Global Funds, a portion of which may be attributable to JPMP Global because it is the sole general partner of the Global Funds. The actual pro rata portion of such beneficial ownership that may be attributable to JPMP Global is not readily determinable because it is subject to several variables, including the internal rate of return and vesting interest within the Global Funds. JPMP Global disclaims beneficial ownership except to the extent of its pecuniary interest.
(3) The amounts shown in Table I in row 1 represents the beneficial ownership of the Issuer’s securities held by the Reporting Persons, a portion of which may be attributable to JPMP Capital because it is the sole general partner of JPMP MFM and JPMP Global. The actual pro rata portion of such beneficial ownership that may be attributable to JPMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return and vesting interest within the JPMP BHCA and the Global Funds. JPMP Capital disclaims such beneficial ownership except to the extent of its pecuniary interest.