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^*

Li Tao

(Last)

(First)

(Middle)

3RD FL, BOROUGH A, BLOCK A. NO. 181

SOUTH TAIBAI ROAD

(Street)

XI'AN, SHAANXI PROVINCE

710065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
China Green Agriculture, Inc. [ CGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2009

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)
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, par value $0.001	10/09/2009		J		3,156,808	A	⁽¹⁾	7,897,710	D
Common Stock, par value $0.001	12/04/2009		S		11,647	D	$17.0129⁽²⁾⁽³⁾	7,886,063	D
Common Stock, par value $0.001	12/07/2009		S		261,296	D	$17.5708⁽³⁾⁽⁴⁾	7,624,767	D
Common Stock, par value $0.001	12/08/2009		S		81,257	D	$18.0833⁽³⁾⁽⁵⁾	7,543,510	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)

Explanation of Responses:

1. Pursuant to a certain Securities Purchase Agreement and a certain Make Good Share Escrow Agreement, each dated December 24, 2007 (the "Agreements"), 3,156,808 shares (the "Escrowed Shares") of common stock were placed into escrow. According to the terms of the Agreements, in the event that China Green Agriculture, Inc. achieved certain financial performance targets for the fiscal year 2009, the Escrowed Shares would be transferred to Mr. Li. As of October 9, 2009, such financial performance targets were achieved and the Escrowed Shares were transferred to Mr. Li.

2. The 11,647 shares of common stock sold on December 4, 2009 were sold in multiple same-way open market sale transactions at different prices ranging from $17.00 to $17.50. The weighted average sale price for the shares was $17.0129.

3. The Reporting Person hereby undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. The 261,296 shares of common stock sold on December 7, 2009 were sold in multiple same-way open market sale transactions at different prices ranging from $17.40 to $17.76. The weighted average sale price for the shares was $17.5708.

5. The 81,257 shares of common stock sold on December 8, 2009 were sold in multiple same-way open market sale transactions at different prices ranging from $17.80 to $18.34. The weighted average sale price for the shares was $18.0833.

	/s/ Tao Li	12/08/2009
	** 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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