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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Emergent BioSolutions Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
29089Q 10 5
(CUSIP Number)
June 14, 2007
(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) |
x |
Rule 13d-1(c) |
o |
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).
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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2
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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3
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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4
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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5
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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6
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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7
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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|
11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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8
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
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|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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9
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only). |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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|||||
8. |
Shared Dispositive Power |
||||
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|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
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|
11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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10
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
|
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|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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11
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
|
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8. |
Shared Dispositive Power |
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|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
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|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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12
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
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|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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|
11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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13
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power |
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|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
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|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
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|||||
|
12. |
Type of Reporting Person
(See Instructions) |
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14
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
|
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
15
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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|
|||
Number of |
5. |
Sole Voting Power |
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|||||
6. |
Shared Voting Power
|
||||
|
|||||
7. |
Sole Dispositive Power
|
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
16
CUSIP No. 29089Q 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
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|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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|||||
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4. |
Citizenship or Place of
Organization |
|||
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|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power
|
||||
|
|||||
7. |
Sole Dispositive Power
|
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
11. |
Percent of Class
Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person
(See Instructions) |
|||
17
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices Suite 250 Gaithersburg, Maryland 20879 |
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Item 2. |
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(a) |
Name of Person Filing Advent Private Equity Fund III B Limited Partnership; Advent Private Equity Fund III C Limited Partnership; Advent Private Equity Fund III D Limited Partnership; Advent Private Equity Fund III GMBH & CO KG; Advent Private Equity Fund III Affiliates; Advent Management III Limited Partnership; Merlin Biosciences Fund Limited Partnership; Merlin Biosciences Fund GbR; J.P. Morgan Partners (BHCA), L.P.*; J.P. Morgan Partners Global Investors, L.P.*; J.P. Morgan Partners Global Investors (Cayman), L.P.*; J.P. Morgan Partners Global Investors A, L.P.*; J.P. Morgan Partners Global Investors (Cayman) II, L.P.*; J.P. Morgan Partners Global Investors (Selldown), L.P.*; and J.P. Morgan Partners Global Investors (Selldown II), L.P. |
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(b) |
Address of Principal
Business Office or, if none, Residence 25 Buckingham Gate London SW1E 6LD United Kingdom
Advent Private Equity Fund III B Limited Partnership 25 Buckingham Gate London SW1E 6LD United Kingdom |
* Supplemental information relating to the ownership and control of the J.P. Morgan Funds filing this statement is included in Exhibit 1 attached hereto.
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Advent Private Equity Fund III C Limited Partnership 25 Buckingham Gate London SW1E 6LD United Kingdom
Advent Private Equity Fund III D Limited Partnership 25 Buckingham Gate London SW1E 6LD United Kingdom
Advent Private Equity Fund III GMBH & CO KG Theresienstrasse 6 Munich 80333 Germany
Advent Private Equity Fund III Affiliates 25 Buckingham Gate London SW1E 6LD United Kingdom
Advent Management III Limited Partnership 50 Lothian Road, Festival Square Edinburgh EH3 9WJ United Kingdom
Merlin Biosciences Fund Limited Partnership La Motte Chambers La Motte Street St. Helier Jersey JE1 1BJ Channel Islands
Merlin Biosciences Fund GbR La Motte Chambers La Motte Street St. Helier Jersey JE1 1BJ Channel Islands
J.P. Morgan Partners (BHCA), L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States |
** See also supplemental information relating to the principal business office included in Exhibit 1 attached hereto.
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J.P. Morgan Partners Global Investors, L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States
J.P. Morgan Partners Global Investors (Cayman), L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States
J.P. Morgan Partners Global Investors A, L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States
J.P. Morgan Partners Global Investors (Cayman) II, L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States
J.P. Morgan Partners Global Investors (Selldown), L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States
J.P. Morgan Partners Global Investors (Selldown II), L.P.** c/o J.P. Morgan Partners, L.L.C. 270 Park Avenue New York, New York 10017 United States |
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(c) |
Citizenship/Place of Organization:
Advent Private Equity Fund III A Limited Partnership (England); Advent Private Equity Fund III B Limited Partnership (England); |
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Advent Private Equity Fund III C Limited Partnership (England); Advent Private Equity Fund III D Limited Partnership (England); Advent Private Equity Fund III GMBH & CO KG (Germany); Advent Private Equity Fund III Affiliates (England); Advent Management III Limited Partnership (Scotland); Merlin Biosciences Fund Limited Partnership (Jersey); Merlin Biosciences Fund GbR (Germany); J.P. Morgan Partners (BHCA), L.P. (Delaware); J.P. Morgan Partners Global Investors, L.P. (Delaware); J.P. Morgan Partners Global Investors (Cayman), L.P. (Cayman Islands); J.P. Morgan Partners Global Investors A, L.P. (Delaware); J.P. Morgan Partners Global Investors (Cayman) II, L.P. (Cayman Islands); J.P. Morgan Partners Global Investors (Selldown), L.P. (Delaware); and J.P. Morgan Partners Global Investors (Selldown II), L.P. (Delaware); |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: Due to the relationship between Advent Private Equity Fund III A Limited Partnership, Advent Private Equity Fund III B Limited Partnership, Advent Private Equity Fund III C Limited Partnership, Advent Private Equity Fund III D Limited Partnership, Advent Private Equity Fund III GMBH & CO KG., Advent Private Equity Fund III Affiliates, and Advent Management III Limited Partnership (collectively, the Advent Funds), the Advent Funds may be deemed to have beneficial ownership of 925,537 shares of Common Stock.(1) |
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(1) Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is General Partner of Advent Management III Limited Partnership, which is General Partner of each of Advent Private Equity Fund III A, Advent Private Equity Fund III B, Advent Private Equity Fund III C, Advent Private Equity Fund III D and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited. Advent Limited owns 100% of Advent Private Equity GmbH, which is General Partner of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each of the partnerships constituting Advent Private Equity Fund III is exercised by Advent Venture Partners LLP in its role as manager.
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Due to the relationship between Merlin Biosciences Fund Limited Partnership and Merlin Biosciences Fund GbR (collectively, the Merlin Biosciences Fund), both of which are effectively controlled by Merlin General Partner II Limited, the Merlin Biosciences Fund may be deemed to have beneficial ownership of 528,694 shares of Common Stock.
Due to the relationship between J.P. Morgan Partners (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors (Cayman), L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P., J.P. Morgan Partners Global Investors (Selldown), L.P., and J.P. Morgan Partners Global Investors (Selldown II), L.P. (collectively, the J.P. Morgan Funds), the J.P. Morgan Funds may be deemed to have beneficial ownership of 727,209 shares of Common Stock. |
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(b) |
Percent of class: The Advent Funds beneficially own 3.3%. The Merlin Biosciences Fund beneficially owns 1.88%. The J.P. Morgan Funds beneficially own 2.58%. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote Not applicable. |
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(ii) |
Shared power to vote or to direct the vote The Advent Funds may be deemed to share voting power over 925,537 shares of Common Stock.
The Merlin Biosciences Fund may be deemed to share voting power over 528,694 shares of Common Stock.
The J.P. Morgan Funds may be to share voting power over 727,209 shares of Common Stock. |
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(iii) |
Sole power to dispose or to direct the disposition of Not applicable. |
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(iv) |
Shared power to dispose or to direct the disposition of The Advent Funds may be deemed to have shared dispositive power over 925,537 shares of Common Stock. |
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The Merlin Biosciences Fund may be deemed to share dispositive power over 528,694 shares of Common Stock.
The J.P. Morgan Funds may be to share dispositive power over 727,209 shares of Common Stock. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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 x. |
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The Reporting Persons have ceased to be reporting persons as a result of the termination of the group described in item 9. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
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. |
Identification and Classification of Members of the Group |
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Not applicable. |
Item 9. |
Notice of Dissolution of Group |
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All of the Reporting Persons and APAX WW Nominees LTD, as managed by Apax Europe IV GP Co. Limited, were members of a voting agreement (the Voting Agreement), whereby the parties had agreed to vote all shares of Emergent BioSolutions Inc.s Common Stock owned by the parties in the same manner and to the same extent as BioPharm, L.L.C.
On June 14, 2007, Emergent BioSolutions Inc. held its first annual meeting of stockholders. Under the terms of the Voting Agreement, the Voting Agreement automatically terminated upon the conclusion of the first annual meeting of stockholders. Due to the termination of the Voting Agreement on June 14, 2007, the Reporting Persons are no longer deemed a group in respect of holdings of the Common Stock for purposes of Section 13(d)(3) and Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended. |
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Because no Reporting Persons beneficially own more than five percent of the Common Stock, none of the Reporting Persons will make further reports or amendments to this Statement.
All further transactions with respect to such shares of Common Stock will be filed, if required, by the former members of the group in their individual capacities. |
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Item 10. |
Certification |
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. |
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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: |
June 29, 2007 |
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ADVENT PRIVATE EQUITY FUND III A LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT PRIVATE EQUITY FUND III B LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT PRIVATE EQUITY FUND III C LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT PRIVATE EQUITY FUND III D LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT PRIVATE EQUITY FUND III GMBH & CO. KG |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT PRIVATE EQUITY FUND III AFFILIATES |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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ADVENT MANAGEMENT III LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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MERLIN BIOSCIENCES FUND LIMITED PARTNERSHIP |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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MERLIN BIOSCIENCES FUND GBR |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS (BHCA), L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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27
J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN II), L.P. |
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By: |
/s/ Shahzad Malik |
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Name: |
Shahzad Malik |
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Title: |
Attorney-In-Fact |
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28