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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 | |
Han Jie NO. 9 DALIAN N RD, HARBIN DEV ZONE, HAPING ROAD CENTRALIZED INDUSTRIAL PARK HEILONGJIANG PROVINCE, F4 150060 |
X | X | Chief Executive Officer |
/s/ Jie HAN | 07/05/2011 | |
**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) | Shares were issued pursuant to an option agre ement (the "Option Agreement") entered into on May 16, 2008 by and between Jie HAN and Qiuyao PIAO, the then sole shareholder of XD Engineering Plastics Company Ltd.("XDE"), whereby upon the achievement of certain performance targets, Jie HAN has the right to exercise an option to receive certain shares. On August 26, 2009, based on the achievement of the performance target for fiscal year 2008 pursuant to the Option Agreement, Jie HAN exercised his option and received 8,127,533 shares of common stock of China XD Plastics Company Limited (the "Issuer") transferred from XDE and 25% equity stake in XDE. |
(2) | Jie HAN further exercised his option to purchase the remaining 75% equity stake in XDE on July 5, 2011 based on the satisfaction of performance targets for both fiscal year 2009 and fiscal year 2010 pursuant to the Option Agreement. As a result, Jie HAN became the sole shareholder of XDE and the beneficial owner of 24,382,598 shares of Common Stock of the Issuer held by XDE. |
(3) | Jie HAN became the beneficial owner of 1,000,000 Series B Preferred Stock of the Issuer held by XDE through its sole ownership of XDE. The Series B Preferred Stock is not convertible and has an aggregate voting power of 40% of the combined voting power of all of the Issuer's shares, for as long as the Issuer is in existence. |