SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Heerdt Kari D (Last) (First) (Middle) 4101 RESEARCH COMMONS 79 T.W. ALEXANDER DRIVE (Street) RESEARCH TRIANGLE PARK NC 27709 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Talecris Biotherapeutics Holdings Corp. [ TLCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, Human Resources
	3. Date of Earliest Transaction (Month/Day/Year) 06/01/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2011		D		5,484	D	$0(1)	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (right to buy)	$19	06/01/2011		D			7,836	(2)	09/30/2019	Common Stock	7,836	(2)	0.0000	D
Options (right to buy)	$11	06/01/2011		D			108,000	04/01/2009	04/01/2018	Common Stock	108,000	(3)	0.0000	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between Issuer, Stream Merger Sub, Inc., Grifols, S.A., and Grifols, Inc. in exchange for $19.00 in cash and 0.6485 non-voting (Class B) ordinary shares of Grifols, S.A. (the Grifols B shares) (in the form of American Depository Shares (the Grifols ADS); with each Grifols ADS representing one-half of one Grifols B share) per Issuer share, with each Grifols ADS having a market value of $7.65 per Grifols ADS on the first trading day of the Grifols ADSs following the effective date of the merger.

2. This option, which provided for vesting in three equal annual installments beginning April 1, 2011, deemed subject to a cashless exercise pursuant to the merger agreement, and the net number of Issuer shares deemed issued in connection with the deemed cashless exercise (after taking into account the exercise price of the option and applicable withholding taxes) were disposed of pursuant to the merger agreement in exchange for $19 in cash and 0.6485 Grifols ADSs per Issuer share deemed issued, with each Grifols ADS having a market value of $7.65 per Grifols ADS on the first trading day of the Grifols ADSs following the effective date of the merger.

3. This option, which was fully vested and exercisable, deemed subject to a cashless exercise pursuant to the merger agreement, and the net number of Issuer shares deemed issued in connection with the deemed cashless exercise (after taking into account the exercise price of the option and applicable withholding taxes) were disposed of pursuant to the merger agreement in exchange for $19 in cash and 0.6485 Grifols ADSs per Issuer share deemed issued, with each Grifols ADS having a market value of $7.65 per Grifols ADS on the first trading day of the Grifols ADSs following the effective date of the merger.

Remarks:

On June 1, 2011, Grifols, Inc., a Virginia Corporation, became the successor of Talecris Biotherapeutics Holdings Corp., a Delaware corporation, pursuant to the mergers effected in connection with the merger agreement among Issuer, Stream Merger Sub, Inc., Grifols, S.A. and Grifols, Inc. The mergers had the effect of changing Issuer's domicile followed by its acquisition by Grifols, S.A. pursuant to the merger agreement.

	/s/ John F. Gaither Jr., attorney in fact	06/03/2011
	** Signature of Reporting Person	Date
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