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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Huijie Gao (Last) (First) (Middle) UNIVERSAL TRAVEL GROUP, 3F HUALIAN BLDG NO.2008 SHENNAN ROAD CENTRAL (Street) FUTIAN DISTRICT, SHENZHEN F4 518031 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UNIVERSAL TRAVEL GROUP [ UTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP of Corporate Finance
	3. Date of Earliest Transaction (Month/Day/Year) 10/15/2009
	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	10/15/2009		A		2,741(3)	A	$2.7	2,741	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
Options(1)	$2.7	10/15/2009		D			3,333(3)	03/12/2009(1)(2)	01/19/2019	Common Stock	3,333	$0	6,667	D

Explanation of Responses:

1. This option ("the Option") was issued pursuant to the Company's 2009 Incentive Stock Plan and the Incentive Stock Option Agreement dated as of January 20, 2009. The Option shall become exercisable during the term of the Reporting Person's employment in six (6) equal annual installments of 1,666 Shares each (save for the last installment of 1,670 Shares), the first installment to be exercisable on the first anniversary of the date of this Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the successive periods following the Initial Vesting Date.

2. The terms of exercise described above are subject to the following acceleration provisions: in the event (i) the Company reports an after tax Net Income (as that term is defined in Securities Purchase Agreement dated August 29, 2008, entered into by and among the Company and certain investors, of $14,000,000 in its Annual Report on Form 10-K for its fiscal year 2008, then options to purchase an aggregate of 3,333 shares of common stock in the aggregate under the Plan shall vest and become immediately exercisable, (ii) the Company reports an after tax Net Income of $18,000,000 for its fiscal year 2009, then options to purchase another 3,333 shares of common stock shall vest and become immediately exercisable and (iii) the Company reports an after tax Net Income of $22,000,000 for its fiscal year 2010, then options to purchase another 3,334 shares of common stock shall vest and become immediately exercisable.

3. On October 15, 2009, the Reporting Person cashlessly exercised options to purchase 2,741 shares of common stock. The number of shares issued pursuant to the cashless exercise of the aforementioned 2,741 options is based on the following formula: X = Y [(A-B)/A] where X = the number of shares the Optionee is to receive as the result of cashless option exercise. Y = the number of optioned shares. A = the arithmetic average of the closing prices for the five trading days immediately prior to (but not including) the exercise date. B = the exercise price

	/s/ Jessica S. Yuan, Attorney-at-Law	10/16/2009
	** 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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