SEC FORM 4/A 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*
El-Hibri Fuad

(Last) (First) (Middle)
2273 RESEARCH BLVD, SUITE 400

(Street)
ROCKVILLE MD 20850

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/02/2008
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)
Code V Amount (A) or (D) Price
Common Stock 08/28/2008 S(1) 8,000 D $14 7,843,735(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 200 D $14.005 7,843,535(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 300 D $14.01 7,843,235(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 500 D $14.02 7,842,735(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 800 D $14.03 7,841,935(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 100 D $14.04 7,841,835(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 200 D $14.05 7,841,635(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 3,700 D $14.06 7,837,935(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 1,700 D $14.07 7,836,235(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 400 D $14.08 7,835,835(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 100 D $14.085 7,835,735(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 350 D $14.09 7,835,385(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 600 D $14.1 7,834,785(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 300 D $14.11 7,834,485(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 600 D $14.12 7,833,885(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 700 D $14.13 7,833,185(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 200 D $14.14 7,832,985(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 100 D $14.15 7,832,885(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 50 D $14.16 7,832,835(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 800 D $14.17 7,832,035(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 400 D $14.18 7,831,635(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 1,000 D $14.19 7,830,635(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 500 D $14.2 7,830,135(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 200 D $14.21 7,829,935(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 650 D $14.22 7,829,285(1) I By Intervac, L.L.C.
Common Stock 08/28/2008 S(1) 100 D $14.23 7,829,185(1) I By Intervac, L.L.C.
Common Stock 246,992 D
Common Stock 3,665,043(2) I By BioPharm, L.L.C.
Common Stock 1,599,155(3) I By Biovac, L.L.C.
Common Stock 719,275(4) I By Intervac Management, L.L.C.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Intervac, L.L.C. on June 13, 2008. Intervac, L.L.C. was the direct owner of the shares of Common Stock sold pursuant to the Rule 10b5-1 trading plan, and was or is the direct owner of the shares of Common Stock reported as beneficially owned immediately following each of the reported sales. Both before and after the reported sales, Mr. El-Hibri held, individually and with his wife, as tenants by the entirety, an aggregate 38.0276% equity interest in Intervac, L.L.C. Mr. El-Hibri disclaims beneficial ownership of the shares of Common Stock directly owned by Intervac, L.L.C. for purposes of Section 16, except to the extent of his pecuniary interest therein.
2. Mr. El-Hibri is the holder of a 40.17% (567,582.3 units) equity interest in BioPharm, L.L.C. BioPharm, L.L.C. is the direct owner of 3,665,043 shares of Common Stock. Mr. El-Hibri disclaims beneficial ownership of these shares for purposes of Section 16, except to the extent of his pecuniary interest in 1,472,248 shares.
3. Mr. El-Hibri holds with his wife, as tenants by the entirety, a 89.2% equity interest in Biovac, L.L.C. Biovac, L.L.C. is the direct owner of 1,599,155 shares of Common Stock. Mr. El-Hibri disclaims beneficial ownership of these shares for purposes of Section 16, except to the extent of his pecuniary interest in 1,426,446 shares.
4. Mr. El-Hibri holds with his wife, as tenants by the entirety, a 31.11% equity interest in Intervac Management, L.L.C. Intervac Management, L.L.C. is the direct owner of 719,275 shares of Common Stock. Mr. El-Hibri disclaims beneficial ownership of these shares for purposes of Section 16, except to the extent of his pecuniary interest in 223,766 shares.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Joseph J. Kaufman, attorney-in-fact 09/05/2008
** 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).
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.
                            LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby makes,  constitutes
and  appoints  the lawyers of Thelen LLP,  including  but not limited to Carl A.
Valenstein and Joe Kaufman, signing singly and each acting individually,  as the
undersigned's true and lawful  attorney-in-fact with full power and authority as
hereinafter described to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
capacity  as an officer  and/or  director of Emergent  BioSolutions,  Inc.  (the
"Company"),  Forms 3, 4, and 5 (including any amendments  thereto) in accordance
with  Section  16(a)  of the  Securities  Exchange  Act of 1934  and  the  rules
thereunder (the "Exchange Act");

     (2) do and  perform  any and all acts for and on behalf of the  undersigned
which may be necessary  or  desirable to prepare,  complete and execute any such
Form 3, 4, or 5,  prepare,  complete  and execute any  amendment  or  amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission and any stock exchange or similar authority;

     (3)  seek  or  obtain,  as  the  undersigned's  representative  and  on the
undersigned's  behalf,  information  regarding  transactions  in  the  Company's
securities  from any third  party,  including  brokers,  employee  benefit  plan
administrators  and trustees,  and the  undersigned  hereby  authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

     (4) take any other action of any type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving,  nor is the Company assuming nor relieving,  any of the undersigned's
responsibilities  to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any  liability  for the  undersigned's  responsibility  to  comply  with the
requirement of the Exchange Act, (ii) any liability of the  undersigned  for any
failure to comply with such  requirements,  or (iii) any obligation or liability
of the undersigned for profit  disgorgement  under Section 16(b) of the Exchange
Act.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of August, 2008.

                                           /s/Yahia Fuad El-Hibri
                                           Signature

                                           Yahia Fuad El-Hibri