SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ARDSLEY ADVISORY PARTNERS (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2010	3. Issuer Name and Ticker or Trading Symbol YUHE INTERNATIONAL, INC. [ YUII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Please see FN (1), (2) , (3)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value ("Common Stock")	1,978,950	I	See FN(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: 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

1. Name and Address of Reporting Person* ARDSLEY ADVISORY PARTNERS (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Please see FN (1), (2) , (3)

1. Name and Address of Reporting Person* Ardsley Partners Fund II, L.P. (Last) (First) (Middle) 262 HARBOR DRIVE (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Partners Institutional Fund, L.P. (Last) (First) (Middle) 262 HARBOR DRIVE (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Offshore Fund, Ltd. (Last) (First) (Middle) ROMASCO PLACE, WICKAMS CAY 1 (Street) ROAD TOWN TORTOLA D8 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Partners Renewable Energy Fund, L.P. (Last) (First) (Middle) 262 HARBOR DRIVE (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ardsley Renewable Energy Offshore Fund, Ltd. (Last) (First) (Middle) ROMASCO PLACE, WICKHAMS CAY 1, (Street) ROAD TOWN TORTOLA D8 HM 12 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARDSLEY PARTNERS I LP (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HEMPLEMAN PHILIP J (Last) (First) (Middle) 262 HARBOR DRIVE (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of the date of the event requiring the filing of this statement, the shares reported herein were held directly by Ardsley Partners II, L.P. ("APII"), a Delaware limited partnership, in the amount of 748,100, Ardsley Institutional Fund, L.P., ("Ardsley Institutional"), a Delaware limited partnership, in the amount of 595,900, Ardsley Offshore Fund, Ltd. ("Ardsley Offshore"), a British Virgin Islands corporation, in the amount of 124,000, Ardsley Partners Renewable Energy Fund, L.P. ("Ardsley Energy "), a Delaware limited partnership, in the amount of 127,900, Ardsley Renewable Energy Offshore Fund, Ltd. ("Renewable Offshore"), a British Virgin Islands corporation, in the amount of 51,600, and certain managed accounts (the "Managed Accounts") in the amount of 331,450.

2. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Ardsley Offshore, Ardsley Energy Offshore and certain of the Managed Accounts and serves as investment adviser to APII, Ardsley Institutional and Ardsley Energy, and has investment discretion over the securities held by each, in the amount of 1,671,250. Ardsley Partners I, a New York general partnership ("Ardsley Partners") serves as the general partner of APII, Ardsley Institutional and Renewable Energy along with Phillip J. Hempleman ("Mr. Hempleman"), and has investment discretion over the securities held by each, in the amount of 1,471,900. (Continued in FN (3)).

3. In addition to being the general partner of APII, Ardsley Institutional and Renewable Energy, Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners, and in such capacity has investment discretion with respect to the securities held or managed by each and with respect to securities held by certain of the Managed Accounts managed by him directly, together, in the amount of 1,978,950. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or their own actual pecuniary interest therein.

Remarks:

	/s/ Steve Napoli, Partner	02/14/2011
	** Signature of Reporting Person	Date
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