|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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 |
|
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock, par value $0.001 per share (1) | Â (1) | Â (1) | Common Stock, par value $0.001 per share | 15,306,120 (1) | $ 0.98 (1) | D (2) | Â |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SAIF PARTNERS III LP STE 2115 TWO PACIFIC PL 88 QUEENSWAY K3, K3 00000 |
 |  X |  |  |
| SAIF III GP Capital Ltd. STE 2115 TWO PACIFIC PL 88 QUEENSWAY K3 K3Â 00000 |
 |  |  | general partner |
| SAIF III GP, L.P. STE 2115 TWO PACIFIC PL 88 QUEENSWAY K3, K3 00000 |
 |  |  | general partner |
| Yan Andrew Y STE 2115 TWO PACIFIC PL 88 QUEENSWAY K3, K3 00000 |
 |  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 | 02/23/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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 the Certificate of Designation of Series A Preferred Stock (the "Certificate") setting forth the designation and rights of the Series A Preferred Stock, par value $.001 per share, of the Company (the "Series A Preferred Stock"), a copy of which was filed as Exhibit 3.1 to a Current Report on Form 8-K of the Company dated on June 19, 2009, the 1,530,612 shares of Series A Preferred Stock, owned by SAIF Partners III L.P., may be converted into 15,306,120 shares of the Company's common stock at the option of the holders of the Series A Preferred Stock in whole or in part at any time at an initial conversion price of $0.98, subject to future adjustments set forth in the Certificate. |
| (2) | The 1,530,612 shares of Series A Preferred Stock are held directly by SAIF Partners III L.P. and indirect interests in such shares held by Andrew Y. Yan, 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 Partners III L.P. Andrew Y. Yan exercises investment discretion and control over the shares held by SAIF Partners III L.P. Mr. Yan may be deemed to be the beneficial owner of the shares beneficially owned by SAIF Partners III L.P. Mr. Yan hereby disclaims beneficial ownership of the shares reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 3 shall not be deemed to be an admission that Mr. Yan is the beneficial owner of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose. |