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)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III “A” Limited Partnership

 

 

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
England

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 468,355 shares of common stock owned individually by Advent Private Equity Fund III “A” Limited Partnership and 3,168,446 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
468,355

 

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)
PN

 

2




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III “B” Limited Partnership

 

 

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
England

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 229,497 shares of common stock owned individually by Advent Private Equity Fund III “B” Limited Partnership and 3,407,304 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
229,497

 

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)
PN

 

3




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III “C” Limited Partnership

 

 

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
England

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 64,018 shares of common stock owned individually by Advent Private Equity Fund III “C” Limited Partnership and 3,572,783 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
64,018

 

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)
PN

 

4




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III “D” Limited Partnership

 

 

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
England

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 125,921 shares of common stock owned individually by Advent Private Equity Fund III “D” Limited Partnership and 3,510,880 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
125,921

 

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)
PN

 

5




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III GmbH & CO KG

 

 

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
Germany

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 18,118 shares of common stock owned individually by Advent Private Equity Fund III GmbH & CO KG and 3,618,683 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
18,118

 

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

 

6




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Private Equity Fund III Affiliates

 

 

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
England

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 15,098 shares of common stock owned individually by Advent Private Equity Fund III Affiliates and 3,621,703 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
15,098

 

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)
PN

 

7




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Advent Management III Limited Partnership

 

 

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
Scotland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 4,530 shares of common stock owned individually by Advent Management III Limited Partnership and 3,632,271 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
4,530

 

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)
PN

 

8




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Merlin Biosciences Fund Limited Partnership

 

 

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
Jersey

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 498,722 shares of common stock owned individually by Merlin Biosciences Fund Limited Partnership and 3,138,079 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
498,722

 

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)
PN

 

9




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Merlin Biosciences Fund GbR

 

 

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
Germany

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 29,972 shares of common stock owned individually by Merlin Biosciences Fund GbR and 3,606,829 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
29,972

 

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

 

10




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners (BHCA), L.P.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 415,381 shares of common stock owned individually by J.P. Morgan Partners (BHCA), L.P. and 3,221,420 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
415,381

 

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)
PN

 

11




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors, L.P.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 94,399 shares of common stock owned individually by J.P. Morgan Partners Global Investors, L.P. and 3,542,402 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
94,399

 

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)
PN

 

12




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors (Cayman), L.P.

 

 

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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 47,652 shares of common stock owned individually by J.P. Morgan Partners Global Investors (Cayman), L.P. and 3,589,149 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
47,652

 

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)
PN

 

13




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors A, L.P.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 13,689 shares of common stock owned individually by J.P. Morgan Partners Global Investors A, L.P. and 3,623,112 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
13,689

 

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)
PN

 

14




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors (Cayman) II, L.P.

 

 

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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 5,320 shares of common stock owned individually by J.P. Morgan Partners Global Investors (Cayman) II, L.P. and 3,631,481 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
5,320

 

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)
PN

 

15




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors (Selldown), L.P.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 33,714 shares of common stock owned individually by J.P. Morgan Partners Global Investors (Selldown), L.P. and 3,603,087 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
33,714

 

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)
PN

 

16




 

CUSIP No. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.P. Morgan Partners Global Investors (Selldown) II, L.P.

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 (includes both 117,054 shares of common stock owned individually by J.P. Morgan Partners Global Investors (Selldown) II, L.P. and 3,519,747 shares of common stock issued to other investment funds affiliated with Advent Venture Partners LLP, Apax WW Nominees LTD, J.P. 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
117,054

 

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)
PN

 

17




 

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
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;

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.

 

(b)

Address of Principal Business Office or, if none, Residence
Advent Private Equity Fund III “A” Limited Partnership

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 Partners entities filing this statement is included in Exhibit 2 attached hereto.

18




 

 

 

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

United Kingdom

 

Merlin Biosciences Fund GbR

La Motte Chambers

La Motte Street

St. Helier

Jersey JE1 1BJ

United Kingdom

 

J.P. Morgan Partners (BHCA), L.P.**

c/o J.P. Morgan Partners, L.L.C.

270 Park Avenue

 


** See also supplemental information relating to the principal business office included in Exhibit 2 attached hereto.

19




 

 

 

New York, New York 10017

United States

 

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

 

(c)

Citizenship
The citizenship of each of the funds is as follows:

 

Advent Private Equity Fund III “A” Limited Partnership (England);

Advent Private Equity Fund III “B” Limited Partnership (England);

 

20




 

 

 

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);

 

(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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not applicable.

 

21




 

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

 

(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    

3,636,801shares***

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Advent Private Equity Fund III “A” Limited Partnership owns 468,355 shares;

Advent Private Equity Fund III “B” Limited Partnership owns 229,497 shares;

Advent Private Equity Fund III “C” Limited Partnership owns 64,018 shares;

Advent Private Equity Fund III “D” Limited Partnership owns 125,921 shares;

Advent Private Equity Fund III GMBH & CO KG. owns 18,118 shares;

Advent Private Equity Fund III Affiliates owns 15,098 shares;

Advent Management III Limited Partnership owns 4,530 shares;

Merlin Biosciences Fund Limited Partnership owns 498,722 shares;

Merlin Biosciences Fund GbR owns 29,972 shares;

J.P. Morgan Partners (BHCA), L.P. owns 415,381 shares;

J.P. Morgan Partners Global Investors, L.P. owns 94,399 shares;

J.P. Morgan Partners Global Investors (Cayman), L.P. owns 47,652 shares;

J.P. Morgan Partners Global Investors A, L.P. owns 13,689 shares;

J.P. Morgan Partners Global Investors (Cayman) II, L.P. owns 5,320 shares;

J.P. Morgan Partners Global Investors (Selldown), L.P. owns 33,714 shares; and

J.P. Morgan Partners Global Investors (Selldown) II, L.P. owns 117,054 shares;

 

 

(iv)

Shared power to dispose or to direct the disposition of   

None

 


*** All of the Reporting Persons and APAX WW Nominees LTD 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.

22




 

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   o.

 

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.

 

23




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: March 8, 2007

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “A” LIMITED PARTNERSHIP

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “B” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “C” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III “D” LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

24




 

ADVENT PRIVATE EQUITY FUND III GMBH & CO. KG

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

ADVENT PRIVATE EQUITY FUND III AFFILIATES

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

ADVENT MANAGEMENT III LIMITED PARTNERSHIP

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

MERLIN BIOSCIENCES FUND LIMITED PARTNERSHIP

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

MERLIN BIOSCIENCES FUND GBR

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

J.P. MORGAN PARTNERS (BHCA), L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

25




 

J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

 

 

 

 

 

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

26




 

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P.

 

 

 

 

 

 

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

Attorney-In-Fact

 

27



Exhibit 1

Joint Filer Agreement and Power of Attorney

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any amendments thereto) with respect to the common stock, par value $0.001 per share, of Emergent BioSolutions Inc., a Delaware corporation.  The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13G.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Each of the undersigned hereby irrevocably constitute and appoint Shahzad Malik (the “Attorney-in-Fact”) as agent and attorney-in-fact, with full power of substitution, with respect to the power and authority on behalf of each of the undersigned to execute and file or cause to be executed or filed any documents required to be filed by Section 13 of the 1934 Act or to execute any documents required in connection with such required documents as a result of or in connection with each of the undersigned’s acquisition of the securities to which the Statement on Schedule 13G relates.

[Signatures to Follow on Next Page]

1




IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 8 day of March 2007.

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III ‘A’

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III ‘B’

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III ‘C’

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III ‘D’

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

2




By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III GmbH & Co. KG

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Private Equity Fund III Affiliates

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

By: ADVENT VENTURE PARTNERS LLP, as manager of Advent Management III Limited Partnership

By:

  /s/ Shahzad Malik

 

 

Name:

Shahzad Malik

 

Title:

General Partner

 

3




MERLIN BIOSCIENCES FUND

By:  MERLIN GENERAL PARTNER II LIMITED, as general partner of the Merlin Biosciences Fund LP

By:

  /s/ Denzil Boschat

 

 

Name:

Denzil Boschat

 

Title:

Director

MERLIN BIOSCIENCES FUND

By:  MERLIN GENERAL PARTNER II LIMITED, as managing partner of the Merlin BioSciences Fund Gbr

By:

  /s/ Denzil Boschat

 

 

Name:

Denzil Boschat

 

Title:

Director

 

4




J.P. MORGAN PARTNERS (BHCA), L.P.

By: JPMP MASTER FUND MANAGER, its general partner

By:  JPMP CAPITAL CORP, its general partner

By: Panorama Capital, LLC, as Attorney in Fact

By:

/s/ Srinivas Akkaraju

 

Name: Srinivas Akkaraju

Title: Managing Director

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: Panorama Capital, LLC, as Attorney in Fact

By:

 /s/ Srinivas Akkaraju

 

Name:  Srinivas Akkaraju

Title:  Managing Director

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: Panorama Capital, LLC, as Attorney in Fact

By:

/s/ Srinivas Akkaraju

 

Name:  Srinivas Akkaraju

Title:  Managing Director

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: Panorama Capital, LLC, as Attorney in Fact

By:

/s/ Srinivas Akkaraju

 

Name:  Srinivas Akkaraju

Title:  Managing Director

 

5




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: Panorama Capital, LLC, as Attorney in Fact

By:

/s/ Srinivas Akkaraju

 

Name: Srinivas Akkaraju

Title: Managing Director

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: Panorama Capital, LLC, as Attorney in Fact

By:

 /s/ Srinivas Akkaraju

 

Name:  Srinivas Akkaraju

Title:  Managing Director

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: Panorama Capital, LLC, as Attorney in Fact

By:

 /s/ Srinivas Akkaraju

 

Name:  Srinivas Akkaraju

Title:  Managing Director

 

6



Exhibit 2

Item 2. Identity and Background.

This statement is being filed by J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as “JPMP (BHCA)”), whose principal business office is located 270 Park Avenue, New York, New York 10017. JPMP (BHCA) is engaged in the venture capital, private equity and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as “JPMP Master Fund”), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business. As general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (BHCA).

This statement is also being filed by J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors “A”, L.P., a Delaware limited partnership (“JPMP Global A”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Cayman), L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman”), whose principal place of business is located at the same address as JPMP (BHCA); J.P. Morgan Partners Global Investors (Cayman) II, L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman II”), whose principal place of business is located at the same address as JPMP (BHCA), J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership, whose principal place of business is located at the same address as JPMP (BHCA) and J.P. Morgan Partners Global Investors (Selldown) II, L.P., a Delaware limited partnership (“JPMP Selldown II” and collectively with JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II, JPMP Selldown and JPMP Selldown II, the “Global Fund Entities”), whose principal place of business is located at the same address as JPMP (BHCA).  Each of the Global Fund Entities is also engaged in the venture capital, private equity and leveraged buyout business. The general partner of each of the Global Fund Entities is J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Investors”), whose principal place of business is located at the same address as JPMP (BHCA). JPMP Investors is engaged indirectly in the venture capital, private equity and leveraged buyout business as general partner of each of the Global Fund Entities. As general partner of each of the Global Fund Entities, JPMP Investors may be deemed to beneficially own the shares held by the Global Fund Entities.

The general partner of each of JPMP Master Fund and JPMP Investors is JPMP Capital Corp., a New York corporation (hereinafter referred to as “JPMP Capital Corp.”), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As the general partner of each of JPMP Master Fund and JPMP Investors, JPMP Capital Corp. may be deemed to beneficially own the shares held by JPMP (BHCA) and the Global Fund Entities.




JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (hereinafter referred to as “JPMorgan Chase”) which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.




SCHEDULE A

JPMP CAPITAL CORP.

Executive Officers (1)

Chief Investment Officer

Ina R. Drew*

Managing Director

Joseph S. Bonocore*

Managing Director

Ana Capella Gomez-Acebo*

Managing Director

John C. Wilmot*

Managing Director and Assistant Secretary

Richard Madsen*

Vice President

William T. Williams Jr*

Vice President and Assistant General Counsel

Judah Shechter*

Vice President and Assistant General Counsel

Elizabeth De Guzman*

 

Directors (1)

Ina R. Drew*

John C. Wilmot*


(1) Each of whom is a United States citizen

* Principal occupation is employee and/or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017




SCHEDULE B

JPMORGAN CHASE & CO.

Executive Officers (1)

President and Chief Executive Officer

James Dimon*

Chief Administrative Officer

Frank Bisignano*

Co-Chief Executive Officer, Investment Bank

Steven D. Black*

Chief Financial Officer

Michael J. Cavanagh*

Director of Human Resources

John F. Bradley*

Chief Investment Officer

Ina R. Drew*

Head, Commercial Banking

Samuel Todd Maclin*

Head, Strategy and Business Development

Jay Mandelbaum*

Chief Executive Officer, Treasury &

 

Securities Services

Heidi Miller*

Head, Retail Financial Services

Charles W. Scharf*

Chief Executive Officer, Card Services

Richard J. Srednicki*

Global Head, Asset & Wealth Management

James E. Staley*

Co-Chief Executive Officer, Investment Bank

William T. Winters*

General Counsel

Stephen M. Cutler*

 


(1) Each of whom is a United States citizen.

* Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.

Directors (1)

Name

 

Principal Occupation or Employment;
Business or Residence Address

John H. Biggs

 

Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Crandall C. Bowles

 

Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Stephen B. Burke

 

President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

James S. Crown

 

President
Henry Crown and Company
c/o JP Morgan Chase & Co.
270 Park Avenue
New York, New York 10017

 




 

James Dimon

 

Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Ellen V. Futter

 

President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

William H. Gray, III

 

Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Laban P. Jackson, Jr.

 

Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Lee R. Raymond

 

Chairman of the Board and Chief Executive
Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

John W. Kessler

 

Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Robert I. Lipp

 

Chairman
The St. Paul Travelers Companies, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Richard A. Monoogian

 

Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

David C. Novak

 

Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

William C. Weldon

 

Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017