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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 | ||||||||
Stock Option (right to buy) (1) (2) | $ 0.98 | 02/10/2012 | D(1)(2)(3) | 707,992 | (3) | 06/11/2020 | Common Stock | 707,992 | (3) | 0 | I | By employee (1) (2) | |||
Stock Option (right to buy) | $ 0.12 | 02/10/2012 | J(1)(2)(3) | 707,992 | (3) | 06/11/2020 | Common Stock | 707,992 | (3) | 707,992 | I | By employee (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAIF PARTNERS III LP C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
X | |||
SAIF III GP Capital Ltd. C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
X | |||
SAIF III GP, L.P. C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
X | |||
Yan Andrew Y C/O MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
X |
SAIF Partners III L.P., by SAIF III GP, L.P., its general partner, by SAIF III GP Capital Ltd., its general partner, by /s/ Andrew Y. Yan, its sole director and /s/ Andrew Y. Yan | 02/14/2012 | |
**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) | This option was granted to Kenneth Jue Lee ("Mr. Lee"), a director of the Issuer who is an employee of SAIF Partners III L.P. ("SAIF"). Pursuant to the employment arrangement between Mr. Lee and SAIF, Mr. Lee is deemed to hold the reported option for the benefit of SAIF, and may exercise the option solely upon the direction of SAIF, which is entitled to the shares issued upon exercise. SAIF may be deemed the indirect beneficial owner of the option. Andrew Y. Yan is the sole director of SAIF III GP Capital Ltd., the general partner of SAIF III GP, L.P., which in turn is the general partner of SAIF. Andrew Y. Yan exercises investment discretion and control over the shares held by SAIF. (continued on footnote 2) |
(2) | Mr. Yan may be deemed to be the beneficial owner of the shares beneficially owned by SAIF. Mr. Yan hereby disclaims beneficial ownership of the option reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that Mr. Yan is the beneficial owner of the options reported herein for purposes of Section 16 of the Securities Exchange Act of 1934. |
(3) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 11, 2010 to Mr. Lee and provides for vesting in six months from the grant date. |