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
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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*
MCCARTHY KENT C

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHINA MARINE FOOD GROUP LTD [ CMFO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member 13(d) group owning >10%
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/02/2010 P 23,519 A $3.9414 3,188,581 I See Explanation of Responses to Table I, Item 7.(1)
Common Stock 07/02/2010 P 1,481 A $3.9414 3,190,062 I See Explanation of Responses to Table I, Item 7.(2)
Common Stock 07/02/2010 P 14,111 A $4.154 3,204,173 I See Explanation of Responses to Table I, Item 7.(1)
Common Stock 07/02/2010 P 889 A $4.154 3,205,062 I See Explanation of Responses to Table I, Item 7(2)
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
1. Name and Address of Reporting Person*
MCCARTHY KENT C

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member 13(d) group owning >10%
1. Name and Address of Reporting Person*
JAYHAWK CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JAYHAWK PRIVATE EQUITY GP, L.P.

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JAYHAWK PRIVATE EQUITY FUND L P

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
Jayhawk Private Equity Co Invest Fund LP

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of the Group
Explanation of Responses:
1. Explanation of Responses to Table I, Item 7: (1) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Fund, L.P. Jayhawk Private Equity Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
2. Explanation of Responses to Table I, Item 7: (2) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. Jayhawk Private Equity Co-Invest Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
Remarks:
/s/ Kent C. McCarthy 07/07/2010
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC 07/07/2010
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P 07/07/2010
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Fund, L.P. 07/07/2010
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. 07/07/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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