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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 | ||||||||
Option (right to buy) | $ 2.45 | 04/01/2009(1) | A(1) | 10,000 | (1) | 04/01/2019 | Common Stock | 10,000 | (2) | 10,000 | D (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Yang Xiang Dong C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | X | ||
Abax Lotus Ltd. C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | |||
Abax Global Opportunities Fund C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | |||
Abax Arhat Fund C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | |||
Abax Upland Fund LLC C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | |||
Abax Global Capital C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 SAR |
X | |||
Abax Claremont Ltd. C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST CENTRAL HONG KONG, K3 0000000000 |
X |
/s/ Xiang Dong Yang | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Lotus Ltd. | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Global Opportunities Fund | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Arhat Fund | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Upland Fund LLC | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Global Capital | 11/09/2009 | |
**Signature of Reporting Person | Date | |
/s/ Xiang Dong Yang, Director of Abax Claremont Ltd. | 11/09/2009 | |
**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) | Pursuant to a Notice of Grant, the Issuer granted to Yang Xiang Dong a Nonstatutory Option dated April 1, 2009 to purchase shares of common stock at an exercise price of $2.45 per share. The option vests in increments of 25% of the aggregate number of option shares each year, beginning on the first anniversary of April 1, 2009, and subject to Yang Xiang Dong's continued status as a member of the Issuer's board of directors. Exercise price and number of shares are subject to proportional adjustment in the event of stock splits, combinations and the like involving the Issuer's common stock. |
(2) | Not applicable. |
(3) | Yang Xiang Dong beneficially owns the Options directly. Abax Lotus Ltd. is party to an investor rights agreement with certain shareholders of the Issuer, and if they are deemed to be a "group" by virtue of such arrangement, such group may be deemed a greater than 10% owner. The Reporting Persons expressly disclaim beneficial ownership of the securities of the Issuer that are owned by such shareholders. |
(4) | (Continuation of Footnote 3) Abax Global Opportunities Fund (the "Fund"), is the sole shareholder of Abax Lotus Ltd.; Abax Arhat Fund ("Arhat") and Abax Upland Fund LLC ("Upland"), each owns 50% of the Fund; Abax Global Capital (the "Arhat Shareholder"), is the sole shareholder of Arhat; Abax Claremont Ltd. (the "Upland Managing Member"), is the managing member of Upland; and Mr. Yang is the controlling member of the Arhat Shareholder and the Upland Managing Member. Each of the Reporting Persons disclaims beneficial ownership except to the extent of its or his pecuniary interest therein. |
Remarks: Remarks: Yang Xiang Dong beneficially owns the Options directly. Abax Lotus Ltd. is party to an investor rights agreement with certain shareholders of the Issuer, and if they are deemed to be a "group" by virtue of such arrangement, such group may be deemed a greater than 10% owner. The Reporting Persons expressly disclaim beneficial ownership of the securities of the Issuer that are owned by such shareholders. Abax Global Opportunities Fund (the "Fund"), is the sole shareholder of Abax Lotus Ltd.; Abax Arhat Fund ("Arhat") and Abax Upland Fund LLC ("Upland"), each owns 50% of the Fund; Abax Global Capital (the "Arhat Shareholder"), is the sole shareholder of Arhat; Abax Claremont Ltd. (the "Upland Managing Member"), is the managing member of Upland; and Mr. Yang is the controlling member of the Arhat Shareholder and the Upland Managing Member. Each of the Reporting Persons disclaims beneficial ownership except to the extent of its or his pecuniary interest therein. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |