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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 | |
| WP X Biologics LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus X GP L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| WPP GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Partners GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| /s/ Robert B. Knauss, Attorney-in-Fact* | 06/17/2015 | |
| **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) | The shares of common stock, $0.0001 par value per share (the "Common Stock") reported in Column 4 of this Form 4 were sold pursuant to that certain underwriting agreement dated June 10, 2015 (the "Underwriting Agreement"), entered into by and among China Biologic Products, Inc. (the "Issuer"), Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPP X," together with WP X, the "Funds") and Morgan Stanley & Co. International plc, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC as representatives to the underwriters named in the Underwriting Agreement (collectively, the "Underwriters"). At the closing of the transaction contemplated under the Underwriting Agreement on June 15, 2015, the Funds sold an aggregate of 2,645,000 shares of Common Stock to the Underwriters for a purchase price of $265,227,375.00, or $100.275 per share. |
| (2) | As of June 15, 2015, WP X Biologics LLC, a Delaware limited liability company ("WP X B"), is the holder of an aggregate of 3,112,920 shares of Common Stock of the Issuer. WP X B is owned 96.9% by WP X and 3.1% by WPP X, and therefore, WP X may be deemed to beneficially own 8,085,529 shares of Common Stock, including 5,069,110 shares that it directly holds and WPP X may be deemed to beneficially own 258,671 shares of Common Stock, including 162,170 shares that it directly holds. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of each of the Funds, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP"), and the general partner of WP X GP, |
| (3) | (Continued from footnote 2) Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), and the general partner of WP Partners, Warburg Pincus & Co., a New York limited liability company ("WP"), and the managing member of WPP GP LLC, Warburg Pincus LLC, a New York limited liability company ("WP LLC"), that manages each of the Funds, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-Chief Executive Officer and Managing Member of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons") may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer held by the Funds and WP X B. Messrs. Kaye and Landy may be deemed to control WP X B, the Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC. |
| (4) | Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. |
| (5) | Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X B and the Funds, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the shares of Common Stock of the Issuer reported in this Form 4. Each of WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock of the Issuer, except to the extent of its or his pecuniary interest in such shares of Common Stock. |
| Remarks: Solely for the purposes of Section 16 of the Exchange Act, each of the Funds, WP X B, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may be deemed a director-by-deputization by virtue of the presence of their representatives on the board of directors of the Issuer. * The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on a Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference. Form 1 of 2. | |