UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

	Wenjing Wu	With a copy to:
	4F, 269 Fangbangzhong Road	John Haveman
	Shanghai	Faegre Baker Daniels LLP
	200010	2200 Wells Fargo Center
	PR China	90 S. Seventh Street
	+86-21-63551833	Minneapolis, MN 55402
		(612) 766-8705

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

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.

* 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 ("Act") 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).

 

 

 

* Percent of class is based on 31,675,672 shares of common stock reported as issued and outstanding at March 31, 2012 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on April 25, 2012.

 

2

 

This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2012 (the “Original 13D”) by Yu Zhen Industrial Limited. (“Yu Zhen”) with respect to $.01 Par Value Common Stock (the “Common Stock”) of LJ International Inc. (the “Issuer”).  Unless otherwise stated herein, the Original 13D remains in full force and effect.

 

Item 5.  Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)  See Items 11 and 13 of the cover page to this Schedule 13D, Amendment No. 1 for the aggregate number and percentage of shares of Common Stock that are beneficially owned by Yu Zhen as of July 13, 2012.

 

(b)  See Items 7 through 10 of the cover page to this Schedule 13D, Amendment N. 1 for the number and percentage of shares of Common Stock beneficially owned by Yu Zhen as of July 13, 2012 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c)  Since June 8, 2012 (the most recent date as of which transactions in shares of Common Stock were reported on Exhibit 99.2 to the Original 13D), Yu Zhen has purchased a total of 380,239 shares of Common Stock for cash in open market transactions on the dates and at the weighted average prices per share set forth on Exhibit 99.3, which is attached hereto and incorporated herein by reference.

 

(d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

 

(e)  Not applicable.

 

Item 7.  Material to Be Filed as Exhibits

 

Item 7 is hereby amended and restated in its entirety as follows:

 

Exhibit No.		Description
24.1		Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).
99.1		List of directors and executive officers of Yu Zhen and information regarding persons controlling Yu Zhen (incorporated herein by reference to Exhibit 99.1 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).
99.2		Transactions by Yu Zhen in the Issuer’s Common Stock During the 60 Days Preceding May 31, 2012 and the Period of May 31, 2012 Through June 8, 2012 (incorporated herein by reference to Exhibit 99.2 to the Original 13D filed on June 11, 2012 by Yu Zhen with the Commission).
99.3		Transactions by Yu Zhen in the Issuer’s Common Stock since June 8, 2012 (filed herewith).

 

3

 

Signature

 

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: July 16, 2012
YU ZHEN INDUSTRIAL LIMITED
By:	/s/ Wu Ping
	Wu Ping
	Chairman of the Board of Directors
By:	/s/ John A. Haveman
	John A. Haveman, Attorney-in-fact

 

4

 

EXHIBIT 99.3

 

TRANSACTIONS BY YU ZHEN IN THE ISSUER’S COMMON STOCK

SINCE JUNE 8, 2012

 

Trade Date (YYYY.MM.DD)		Type of Transaction		Number of Shares of Common Stock		Price Per Share (excluding commissions) (US$)
2012.06.11		buy		200		1.3750
2012.06.12		buy		1,800		1.3978
2012.06.13		buy		1,200		1.4100
2012.06.14		buy		39,400		1.4831
2012.06.15		buy		4,301		1.4949
2012.06.18		buy		1,000		1.4980
2012.06.22		buy		40,691		1.5774
2012.06.25		buy		18,050		1.5953
2012.06.26		buy		100		1.6000
2012.06.27		buy		3,400		1.5829
2012.06.28		buy		6,500		1.5866
2012.06.29		buy		16,468		1.6204
2012.07.02		buy		24,276		1.6407
2012.07.06		buy		38,000		1.6826
2012.07.09		buy		24,102		1.6923
2012.07.10		buy		51,200		1.6732
2012.07.11		buy		32,700		1.6801
2012.07.12		buy		37,051		1.6700
2012.07.13		buy		39,800		1.6528