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*
Wang Yuejian

(Last) (First) (Middle)
C/O CHINA DIRECT INDUSTRIES, INC.
431 FAIRWAY DRIVE, SUITE 200

(Street)
DEERFIELD BEACH FL 33441

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
China Direct Industries, Inc. [ CDII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, $.0001 par value 02/26/2010 A(1) 213,700 A (1) 213,700(2) D
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
Stock Option (Right to Buy) $2.5 02/26/2010 D(1) 27,400 01/01/2006 01/01/2011 Common Stock 27,400 (1) 0 D
Stock Option (Right to Buy) $5 02/26/2010 D(1) 400,000 01/01/2008 01/01/2012 Common Stock 400,000 (1) 0 D
Explanation of Responses:
1. On Febuary 26, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, 27,400 options exercisable at $2.50 per share granted to the reporting person on January 1, 2005 and 400,000 options exercisable at $5.00 per share granted to the reporting person on January 1, 2005. In exchange for the options, the reporting person received 53,425 shares of stock plus 160,275 shares of restricted stock which vests in equal thirds of 54,425 on April 1, 2010, July 1, 2010 and October 1, 2010. All shares were issued pursuant to the Issuer's 2008 Executive Stock Incentive Plan.
2. Amount does not include 4,000,000 shares of the Issuer's common stock held by Dragon Fund Management LLC ("Dragon Fund"), an entity in which the reporting person owns 1% of the membership interests and holds 50% of the voting control. The reporting person disclaims beneficial ownership of the Issuer's securities owned by Dragon Fund except to the extent of his pecuniary interest in Dragon Fund and this filing should not be construed as an admission that the reporting person is the beneficial owner of these securities.
Remarks:
Yuejian Wang 03/02/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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