| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Feihe International Inc [ ADY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2011 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 02/01/2011(1) | D | 798,667(2) | D | $24(3) | 0 | I | See Footnote(2) | ||
| Common Stock | 02/01/2011(1) | D | 34,667(4) | D | $24(3) | 0 | I | See Footnote(4) | ||
| Common Stock | 02/01/2011(1) | D | 98,450(5) | D | $24(3) | 0 | I | See Footnote(5) | ||
| Common Stock | 02/01/2011(1) | D | 11,312(6) | D | $24(3) | 0 | I | See Footnote(6) | ||
| Common Stock | 02/01/2011(1) | D | 15,238(7) | D | $24(3) | 0 | I | See Footnote(7) | ||
| Common Stock | 02/01/2011(1) | D | 1,453,666(8) | D | $24(3) | 79,981 | I | See Footnote(8) | ||
| Common Stock | 02/01/2011(1) | D | 34,666(9) | D | $24(3) | 1,908 | I | See Footnote(9) | ||
| Common Stock | 02/01/2011(1) | D | 178,334(10) | D | $24(3) | 9,811 | I | See Footnote(10) | ||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. This sale is scheduled to be settled in four installments, with equal numbers of shares delivered in each installment. The installments are scheduled to close on or within thirty days after each of March 31, 2011; September 30, 2011; December 31, 2011; and March 31, 2012. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests therein. See footnotes 2 through 9. |
| 2. The reported securities are owned directly by Sequoia Capital U.S. Growth Fund IV, L.P. ("SCGF IV") and indirectly by SCGF IV Management, L.P. ("SCGF MGMT IV"), as general partner of SCGF IV, and SCGF GenPar, Ltd. ("SCGF GP"), as general partner of SCGF MGMT IV. Pursuant to Rule 16a-1, SCGF MGMT IV and SCGF GP disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. |
| 3. Plus interest accrued from August 27, 2009 until the occurrence of the applicable closing. |
| 4. The reported securities are owned directly by Sequoia Capital USGF Principals Fund IV, L.P. ("SCGF PRIN IV") and indirectly by SCGF MGMT IV, as general partner of SCGF PRIN IV, and SCGF GP, as general partner of SCGF MGMT IV. Pursuant to Rule 16a-1, SCGF MGMT IV and SCGF GP disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. |
| 5. The reported securities are owned directly by Sequoia Capital China I, L.P. ("SCC I") and indirectly by Sequoia Capital China Management I, L.P. ("SCC MGMT I") as general partner of SCC I, and SC China Holding Limited ("SCC HOLD"), as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 6. The reported securities are owned directly by Sequoia Capital China Partners Fund I, L.P. ("SCC PTRS I") and indirectly by SCC MGMT I, as general partner of SCC PTRS I, and SCC HOLD, as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 7. The reported securities are owned directly by Sequoia Capital China Principals Fund I, L.P. ("SCC PRIN I") and indirectly by SCC MGMT I, as general partner of SCC PRIN I, and SCC HOLD, as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 8. The reported securities are owned directly by Sequoia Capital China Growth Fund I, L.P. ("SCCGF I") and indirectly by Sequoia Capital China Growth Fund Management I, L.P. ("SCCGF MGMT I"), as general partner of SCCGF I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 9. The reported securities are owned directly by Sequoia Capital China Growth Partners Fund I, L.P. ("SCCGF PTRS I") and indirectly by SCCGF MGMT I, as general partner of SCCGF PTRS I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 10. The reported securities are owned directly by Sequoia Capital China GF Principals Fund I, L.P. ("SCCGF PRIN I") and indirectly by SCCGF MGMT I, as general partner of SCCGF PRIN I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Kui Zhou is a Managing Director of SCC HOLD. Kui Zhou disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| This report is filed jointly by SCGF IV, SCGF MGMT IV, SCGF GP, SCGF PRIN IV, SCC I, SCC MGMT I, SCC HOLD, SCC PTRS I, SCC PRIN I, SCCGF I, SCCGF MGMT I, SCCGF PTRS I, SCCGF PRIN I and Kui Zhou. Each of SCGF IV, SCGF MGMT IV, SCGF GP, SCGF PRIN IV, SCC I, SCC MGMT I, SCC HOLD, SCC PTRS I, SCC PRIN I, SCCGF I, SCCGF MGMT I, SCCGF PTRS I and SCCGF PRIN I (together, the "Investors") may be deemed a director by deputization by virtue of their right to nominate a representative to serve on the board of directors of Feihe International. Kui Zhou is a Managing Director of SCC HOLD. SCGF IV, SCGF MGMT IV, SCGF GP, SCGF PRIN IV, SCC I, SCC MGMT I, SCC HOLD, SCC PTRS I, SCC PRIN I, SCCGF I, SCCGF MGMT I, SCCGF PTRS I, SCCGF PRIN I and Kui Zhou may each be deemed a member of a Section 13(d) group that beneficially owns more than 10% of Feihe International's outstanding Common Stock. Following the consummation of the reported transactions, the reporting persons will cease to be greater than 10% stockholders. The filing of this report shall not be construed as an admission that the reporting persons share beneficial ownership of these reported securities. Due to technical limitations in the number of reporting persons that can be included in a Section 16 filing, this Form 4 is being filed in two separate filings. This is filing no. 1 of 2. |
| Sequoia Capital U.S. Growth Fund IV, L.P., By its general partner: SCGF IV Management, L.P., By its general partner SCGF GenPar Ltd., /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact | 02/03/2011 | |
| Sequoia Capital China I, L.P. By its general partner: Sequoia Capital China Management I, L.P. By its general partner: SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| Sequoia Capital China Management I, L.P. By its general partner: SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| Sequoia Capital China Partners Fund I, L.P. By its general partner: Sequoia Capital China Management I, L.P. By its general partner: SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| Sequoia Capital China Principals Fund I, L.P. By its general partner: Sequoia Capital China Management I, L.P. By its general partner: SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| Sequoia Capital China Growth Fund I, L.P. By its general partner: Sequoia Capital China Growth Fund Management I, L.P. By its general partner: SC China Holding Limited /s/ By: Jimmy Wong as Authorized Signatory | 02/03/2011 | |
| SCGF IV Management, L.P, by its general partner SCGF GenPar, Ltd /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact | 02/03/2011 | |
| SCGF GenPar, Ltd /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact | 02/03/2011 | |
| Sequoia Capital USGF Principals Fund IV, L.P. By its general partner: SCGF IV Management, L.P. By: SCGF GenPar, Ltd. /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact | 02/03/2011 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||