SEC FORM 4

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^*

Jing Xie

(Last)

(First)

(Middle)

5TH FLOOR, SOUTH BLOCK, BUILDING 11

SHENZHEN SOFTWARE PARK, ZHONGKE 2ND ROAD

(Street)

NANSHAN DISTRICT,SHENZHEN

518000

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock⁽¹⁾	10/15/2009		A		5,482	A	$2.7	5,482	D
Common stock	12/08/2010		P		39,850	A	$6.2	45,332	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options⁽²⁾⁽³⁾	$2.7⁽²⁾⁽³⁾	01/20/2009		A		20,000⁽²⁾⁽³⁾		01/20/2010	01/19/2019	Common stock	20,000⁽²⁾⁽³⁾	$0	20,000⁽²⁾⁽³⁾	D
Options⁽⁴⁾	$2.7	10/15/2009		D			6,666⁽⁴⁾	03/12/2009⁽⁴⁾	01/19/2019	Common stock	6,666	$0	13,334	D
Options⁽⁵⁾	$6.06	12/02/2010		A		50,000		12/02/2010	12/01/2020	Common stock	50,000	$0	63,334	D

Explanation of Responses:

1. On October 15, 2009, Jing Xie (the "Reporting Person") cashlessly exercised options to purchase 5,482 shares of common stock. The number of shares issued pursuant to the cashless exercise of the aforementioned 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.

2. This option ("the 2009 Option") was issued pursuant to the Company's 2009 Incentive Stock Plan and two Incentive Stock Option Agreements dated as of January 20, 2009. On a post reverse split basis, the number of shares purchasable under this option is adjusted to 20,000 shares and its exercise price is adjusted to $2.70. The Option shall become exercisable during the term of the Reporting Person's employment in six (6) equal annual installments of 10,000 (3,333 post reverse split) shares each (save for the last installment of 3,335 post reverse split shares), the first installment to be exercisable on the first anniversary of the date of the 2009 Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the successive periods following the Initial Vesting Date.

3. The terms of exercise of the 2009 Option 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 20,000 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 20,000 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 20,000 shares of common stock shall vest and become immediately exercisable.

4. On March 12, 2009, the Company achieved the target set forth in the acceleration provision (i) of the 2009 Option and thus the options to purchase 6,666 shares of common stock under the 2009 Option vested. On October 15, 2009, the Reporting Person cashlessly exercised the options to purchase 6,666 shares of common stock. (The number of shares of common stock underlying the 2009 Stock Option and the exercise price changed because the Company effected a three-for-one reverse split of its common stock.)

5. This option ("the 2010 Option") was issued pursuant to the Company's 2010 Incentive Stock Plan and the Incentive Stock Option Agreement dated as of December 2, 2010. The 2010 Option shall become exercisable at the price of $6.06 per share during the term of the Reporting Person's employment in two (2) equal annual installments of 25,000 shares each, the first installment to be exercisable on the date of the 2010 Option, with the remaining installment becoming exercisable on the first anniversary following the date of the 2010 Option. The Option may be exercised on a cashless basis.

	/s/Wei Wang, Attorney-at-Law	12/09/2010
	** 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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