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)

March 8, 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

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Apax Europe IV GP Co. Limited (“APAX”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Guernsey, Channel Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 1,455,361 shares of common stock owned individually by APAX and 2,181,440 shares of common stock issued to investment funds affiliated with Advent Private Equity Funds, JP Morgan Partners LLC and The Merlin Biosciences Funds, all of which are party to a voting agreement with BioPharm, L.L.C., whereby the parties have agreed to vote all shares of such common stock owned by the parties in the same manner and to the same extent as BioPharm, L.L.C.)

 

7.

Sole Dispositive Power
1,455,361

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,801

 

 

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)
14.25%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

 

2




 

Item 1.

 

(a)

Name of Issuer
Emergent BioSolutions Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
300 Professional Drive
Suite 250
Gaithersburg, Maryland 20879

 

Item 2.

 

(a)

Name of Person Filing
Apax Europe IV GP Co. Limited, a Guernsey corporation, in its capacity as the General Partner of Apax Europe IV, GP L.P., which is the Managing General Partner of the following funds, which own, in the aggregate 1,455,361 shares of Common Stock of the Issuer:

Apax Europe IV - A, L.P.
Apax Europe IV - B, L.P.
Apax Europe IV - C GmbH & Co. KG
Apax Europe IV - D, L.P.
Apax Europe IV - E, L.P.
Apax Europe IV - F, C.V.
Apax Europe IV - G, C.V.

 

(b)

Address of Principal Business Office or, if none, Residence
PO Box 563
St Peter Port
Guernsey,
Channel Islands GY1 6JL

 

(c)

Citizenship
Guernsey, Channel Islands

 

(d)

Title of Class of Securities
Common Stock, $0.001 par value

 

(e)

CUSIP Number
29089Q 10 5

 

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:

 

Not applicable.

 

 

3




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

3,636,801 shares(1)

 

(b)

Percent of class:   

14.25%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Not applicable.

 

 

(ii)

Shared power to vote or to direct the vote    

3,636,801 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,455,361 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Not applicable.

 

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   Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

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.


(1)             This amount includes both 1,455,361 shares of common stock owned individually by APAX and 2,181,440 shares of common stock issued to investment funds affiliated with Advent Private Equity Funds, JP Morgan Partners LLC and The Merlin Biosciences Funds, all of which are party to a voting agreement with BioPharm, L.L.C., whereby the parties have agreed to vote all shares of such common stock owned by the parties in the same manner and to the same extent as BioPharm, L.L.C.

 

4




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.

 

 

APAX EUROPE IV GP CO. LIMITED

 

 

 

March 19, 2007

 

Date

 


/s/ Denise Fallaize

 

Signature

 


Denise J. Fallaize, Director

 

Name/Title

 

5