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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
El-Hibri Fuad 2273 RESEARCH BLVD, SUITE 400 ROCKVILLE, MD 20850 |
X | X | CEO & Chariman |
/s/Denise Esposito, attorney-in-fact | 04/21/2008 | |
**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) | On August 16, 2007, the father of Fuad El-Hibri gave him a gift of the capital stock of an entity that held equity interests in Intervac, L.L.C. such that Mr. El-Hibri acquired indirect beneficial ownership of a 4.0046% equity interest in Intervac, L.L.C., which increased the equity interest in Intervac, L.L.C. held by Mr. El-Hibri, together with the equity interest directly held by himself and his wife, as tenants by the entirety, to 36.5046% in aggregate. |
(2) | On April 17, 2008, Intervac, L.L.C. redeemed a 4.0047% equity interest of a member of Intervac, L.L.C. in exchange for a transfer of 332,984 shares of Common Stock of the issuer to such member. As a result, Intervac, L.L.C. is now the direct owner of 7,981,835 shares of Common Stock of the issuer. |
(3) | As a result of the redemption, the ownership interests in Intervac, L.L.C. of all members increased proportionately. Accordingly, the equity interest in Intervac, L.L.C. indirectly held by Mr. El-Hibri, together with the equity interest directly held with his wife, as tenants by the entirety, in Intervac, L.L.C., increased to 38.0276% in the aggregate. This increased ownership percentage in a smaller number of shares of Common Stock of the issuer had no effect on Mr. El-Hibri's pecuniary interest in shares of Common Stock of the issuer. Mr. El-Hibri disclaims beneficial ownership of these shares for purposes of Section 16, except to the extent of his pecuniary interest in 3,035,300 shares. |
(4) | On April 16, 2008, BioPharm, L.L.C. made a pro rata distribution of 400,000 shares of Common Stock for no consideration that reduced Mr. El-Hibri's indirect ownership through BioPharm, L.L.C. by 400,000 shares. As a result of the pro rata distribution, Mr. El-Hibri received 160,680 shares of Common Stock from BioPharm, L.L.C. for no consideration that he now holds directly. 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 following the above-referenced in-kind pro rata distribution to its members for no consideration. 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. |
(5) | 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. |
(6) | 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. |