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^*

TIAN EDWARD

(Last)

(First)

(Middle)

VILLA 108, BEIJING RIVIERA GARDEN

NO. 1 XIANGJIANG BEI RD., CHAOYANG DIST.

(Street)

BEIJING

100103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASIAINFO HOLDINGS INC [ ASIA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2010

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	01/13/2010		M		1,687	A	$0	3,035,558	D
Common Stock								2,087,704	I	Shares held by Edward Tian's wife, Jean Qin Kong
Common Stock								4,000	I	In revocable trust for the benefit of Stephanie Tian
Common Stock								2,235,632	I	Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian

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)
Restricted Stock Units (right to acquire common stock)	$0	01/13/2010		M			1,687	01/13/2010⁽¹⁾	01/13/2013	Common Stock	6,750	$0	5,063	D
Pre-paid variable delivery forward contract⁽²⁾	$0⁽³⁾⁽⁴⁾							05/05/2011	05/05/2011	Common Stock	741,689		741,689	I	Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian

Explanation of Responses:

1. 6,750 restricted stock units were granted on January 13, 2009. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in four equal annual installments beginning January 13, 2010.

2. Obligation to sell common stock.

3. PacificInfo Limited ("PacificInfo"), which is wholly-owned by Edward Tian, entered into a pre-paid variable delivery forward transaction with Credit Suisse Capital LLC. In exchange for a purchase price of $10,000,013.11, which was paid on May 5, 2009, PacificInfo acquired an obligation to deliver on May 5, 2011 (the "Maturity Date"), either (i) up to 741,689 shares (the "Base Amount") of common stock or, at the option of PacificInfo, or (ii) the cash equivalent of such shares. The exact number of shares of common stock that PacificInfo will be required to deliver will be determined based on the "Volume Weighted Average Price" per share of the common stock, as displayed on Bloomberg Page "AQR" (the "Relevant Price") during 15 Stock Exchange Business Days immediately prior to and including the Maturity Date (the "Valuation Period"). (Continued in footnote 6)

4. (Continued from footnote 5) On the Maturity Date, if the arithmetic mean of the Relevant Price of the common stock during the Valuation Period (the "Settlement Price") is less than or equal to $15.6272 (the "Floor Price"), PacificInfo shall be obligated to deliver 741, 689 shares of common stock. If the Settlement Price is greater than the Floor Price but less than $23.4407 (the "Cap Price"), PacificInfo shall be obligated to deliver a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the quotient of the Floor Price divided by the Settlement Price. If the Settlement Price is greater than or equal to the Cap Price, PacificInfo shall be obligated to deliver a number of shares of the common stock equal to the product of (i) the Base Amount and (ii) the quotient of (A) the Floor Price plus the difference between the Settlement Price and the Cap Price divided by (B) the Settlement Price.

	/s/ Edward Tian	01/13/2010
	** 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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