SC 13D 1 sjstrategic13d12272012.htm SINOVAC BIOTECH LTD. SCHEDULE 13D DECEMBER 27, 2012 sjstrategic13d12272012.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

(Amendment No. __)

SINOVAC BIOTECH LTD.
(Name of Issuer)

Common Shares
(Title of Class Of Securities)

P8696W104
(CUSIP Number)

Linda Crouch-McCreadie
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
100 Medtech Parkway, Suite 200
Johnson City, Tennessee 37604
(423) 928-0181
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications)


December 27, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule l3D, and is filing this schedule because of Rule 13d l(e),13d l(f) or l3d-l(g), check the following box

Note.   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
_____________________
(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)





 
 

 


13D

 
CUSIP No. P8696W104
Page 2
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
John M. Gregory
 
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
 With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
IN



 
 

 


13D

 
CUSIP No. P8696W104
Page 3
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
Joan P. Gregory
 
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
IN



05
 
 

 

13D
 
CUSIP No. P8696W104
Page 4
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
Susan. Gregory
 
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
 Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
 With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
IN



 
 

 

13D

 
CUSIP No. P8696W104
Page 5
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
James M. Gregory
 
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
 Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
 With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
IN



 
 
 

 

13D

 
CUSIP No. P8696W104
Page 6
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
SJ Strategic Investments LLC
30-0060195
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
 Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
 With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
OO



 
 

 

13D

 
CUSIP No. P8696W104
Page 7
 
1.
Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons
 
Kingsway Charities
54-1668650
2.
Check the Appropriate Box if a Member
of a Group (See Instructions)
 
(a)
(b)  (x)
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
00
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2)d) or 2(e)
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
 Shares
 Beneficially
 Owned by
 Each
 Reporting
 Person
 With
7.
Sole Voting Power
 
2,800,000
8.
 
Shared Voting Power
0
 
9.
Sole Dispositive Power
 
2,800,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,800,000
12.
Check if the Aggregate Amount in Row(11) Excludes Certain Shares (See Instructions)
 
   
13.
Percent of Class Represented by Amount in Row (11)
 
 
5.09%
14.
Type of Reporting Person (See Instructions)
 
 
OO



 
 

 


 
Item 1. Security and Issuer.
 
    The title and class of equity securities to which this statement relates is the common shares, par value $0.001 per share (the “Common Shares”), of Sinovac Biotech Ltd. (the “Issuer”) . The Issuer’s principal executive offices are located at No. 39 Shangdi Xi Road, Haidian District, Beijing 100085, People's Republic of China.
 
Item 2.  Identity and Background.
 
  (a)  This report is being filed by John M. Gregory and Joan P. Gregory, husband and wife, Susan Gregory, James M. Gregory, SJ Strategic Investments LLC and Kingsway Charities (collectively, the “Reporting Persons”) . SJ Strategic Investments LLC (“SJSI”)is a Tennessee limited liability company which has a principal business of engaging in investment activities. The members of SJSI are John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory. Susan Gregory and James M. Gregory are the children of John M. Gregory and Joan P. Gregory. Kingsway Charities is a non-profit charitable organization for which John M. Gregory serves as Chairman of the Board of Directors.
 
 

 
(b)
The address for the Reporting Persons and the principal business office for SJSI is,

SJ Strategic Investments LLC
340 Edgemont Avenue, Suite 500
Bristol, TN 37620.
 
  (c)  John M. Gregory is the Managing Member of SJSI. Joan P. Gregory is a homemaker and is not presently employed in any other capacity. Susan Gregory is the Chief Investment Officer for SJSI. James M. Gregory is General Counsel of SJSI
.

 
(d)and(e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.
 
  (f)  John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory are citizens of the United States of America.
 
                    
Item 3.   Source and Amount of Funds or Other Consideration.
 
    SJSI acquired its Common Shares with working capital of approximately $5.6 million.  Kingsway Charities acquired its Common Shares with working capital of approximately $900,000.    John M. Gregory and Joan P. Gregory, as joint tenants with right of survivorship, acquired their Common Shares with personal funds of approximately $5.7 million.
 
 
Item  4.  Purpose of Transaction.
       
The Reporting Persons have acquired the Common Shares for investment purposes and may acquire additional shares or dispose of some or all of the Common Shares, from time to time, depending upon price and market conditions, evaluation of alternative investments and other factors.  The Reporting Persons intend to review on a continuing basis their investment in the Common Shares, the Issuer's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions. 
 
None of the Reporting Persons has any plan or proposal which relates to or which would result in:
  (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer:
  (b)   The sale or transfer of a material amount of assets of the Issuer;
  (c)      Any change in the present Board of Directors or management of the Issuer, including any plans or proposal to change the number or terms of Directors or to fill any existing vacancies on the Board;
 
 
 

 
                                                                                                                                                      
  (d) Any material change in the present capitalization or dividend policy of the Issuer;
  (e)    Any other material change in the Issuer's business or corporate structure;
  (f) Changes in the corporate governance documents or other actions which may impede the acquisition or control of the Issuer by any person;
  (g)   Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
  (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
  (i)  Any action similar to any of those enumerated above.
 
 
 Item 5.   Interest in Securities of Issuer
 
  (a) The calculations in this Item are based upon 55,023,461 Common Shares issued and outstanding as of September 30, 2012 (based on disclosures made by the Issuer in its Financial Report on Form 6-K) . As of the date hereof, the Reporting Persons beneficially owned 2,800,000 shares or 5.09% of the outstanding Common Shares of the Issuer. The foregoing calculation is made pursuant to Rule l3d-3 promulgated under the Act.
     
  (b) Because John M. Gregory controls all of the voting interests of SJSI  and Kingsway Charities with respect to the securities, he may be deemed to have the sole power to vote and direct the vote of 1,800,000 shares and the sole power to dispose and direct the disposition of 1,800,000 shares, Neither Joan P. Gregory, Susan Gregory nor James M. Gregory presently have the power to dispose, direct the disposition, vote or direct the vote of shares of Common Stock held by SJSI or Kingsway Charities. However, they may be deemed to indirectly beneficially own Common Shares of the Issuer held by SJSI due to their financial interests in SJSI.  John M. Gregory controls the voting and dispositive power of the 1,000,000 Common Shares held by John M. Gregory and Joan P. Gregory as joint tenants with right of survivorship.
     
  (c) During the 60 day period ended as of the date hereof. The Reporting Persons have engaged in the following transactions, with all purchases having been made for cash in the open market,
 

Transaction
Date
No. of Shares
Average
Price Per Share
Purchase
11/01/2012
35,000
$ 2.87
 
12/27/2012
65,000
$2.94
 
 
  (d) The Reporting Persons affirm that no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Shares beneficially owned by the Reporting Persons.
     
 
(e)
Not Applicable.
 
   
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 

 
The Reporting Persons do not have any contract, arrangement, understandings or relationships with respect to securities of the Issuer.
 
Item 7.  Material to be Filed as Exhibits.
 
 
Exhibit
Description
1
Joint Filing Agreement



 
 
 

 


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date:  December 27, 2012  /s/ John M. Gregory  
  John M. Gregory  
 
 
  /s/ Joan P. Gregory  
  Joan P. Gregory  
 
 
  /s/ Susan Gregory  
  Susan Gregory  
 
 
  /s/ James M. Gregory  
  James M. Gregory
 
 
  SJ Strategic Investments LLC  
 
  By: /s/ John M. Gregory  
  John M. Gregory
  Its: Managing Member
 
 
  Kingsway Charities  
 
 
  By: /s/ John M. Gregory  
  John M. Gregory
  Its: Chairman of the Board of Directors







 
 

 

Exhibit 1
 
JOINT FILING AGREEMENT
 
SJ Strategic Investments LLC, a Tennessee limited liability  company, John M. Gregory, Joan P. Gregory, Susan Gregory, James M. Gregory, and Kingsway Charities (the “Filing Persons”), hereby agree to file jointly a Schedule 13D and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934.  Each of the Filing Persons agrees that the information set forth in such Schedule 13D and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13D or such amendment, to the best of such Filing Person’s knowledge and belief, after reasonable inquiry.  Each of the Filing Persons makes no representation as to the accuracy or adequacy of the information set forth in the Schedule 13D or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13D.
 
IN WITNESS WHEREOF, the undersigned have set their hands this 27th day of December, 2012.
 
  /s/ John M. Gregory  
  John M. Gregory  
 
 
  /s/ Joan P. Gregory  
  Joan P. Gregory  
 
 
  /s/ Susan Gregory  
  Susan Gregory  
 
 
  /s/ James M. Gregory  
  James M. Gregory
 
 
  SJ Strategic Investments LLC  
 
  By: /s/ John M. Gregory  
  John M. Gregory
  Its: Managing Member
 
 
  Kingsway Charities  
 
 
  By: /s/ John M. Gregory  
  John M. Gregory
  Its: Chairman of the Board of Directors