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*
CAGP, LTD.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHINA RECYCLING ENERGY CORP [ CREG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 $0.001 par value 08/28/2014 S 780,000 D $1.5351 (1) 11,155,412 I See footnote (2)
Common Stock $0.001 par value 08/29/2014 S 1,410 D $1.52 11,154,002 I See footnote (2)
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*
CAGP, LTD.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings Sub L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CAGP GENERAL PARTNER, L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CARLYLE ASIA GROWTH PARTNERS III, L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CAGP III CO-INVESTMENT, L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II GP L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
1. The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $1.50 to $1.71. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.
2. Following the consumption of the transactions reported herein, Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P. are the record holders of 10,678,967 and 475,035 shares, respectively, of Common Stock of China Recycling Energy Corporation. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P. Which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., Which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CAGP, Ltd., which is the general partner of CAGP General Partner, L.P., which is the general partner of each of Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P.
Remarks:
CAGP LTD. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CARLYLE GROUP MANAGEMENT L.L.C. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
THE CARLYLE GROUP L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CARLYLE HOLDINGS II GP L.L.C. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CARYLYLE HOLDINGS II L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CAGP GENERAL PARTNER, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CARLYLE ASIA GROWTH PARTNERS III, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
CAGP III Co-INVESTMENT, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/02/2014
** Signature of Reporting Person Date
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