0001181431-11-046380.txt : 20110822 0001181431-11-046380.hdr.sgml : 20110822 20110822075142 ACCESSION NUMBER: 0001181431-11-046380 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110819 FILED AS OF DATE: 20110822 DATE AS OF CHANGE: 20110822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TIAN EDWARD CENTRAL INDEX KEY: 0001134725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15713 FILM NUMBER: 111048572 MAIL ADDRESS: STREET 1: 4/F ZHONGDIAN INFO TWR #6 ZHONGGUANAIN S STREET 2: HAIDIAN DISTRICT BEIJING CITY: 100086 PRC STATE: F5 ZIP: 99999 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASIAINFO-LINKAGE, INC CENTRAL INDEX KEY: 0001100969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752506390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4/F ZHONGDIAN INFORMATION TOWER 6 STREET 2: ZHONGGUANCUN SOUTH STREET HAIDIAN CITY: BEIJING STATE: F4 ZIP: 100086 BUSINESS PHONE: 00861082166688 MAIL ADDRESS: STREET 1: 4/F ZHONGDIAN INFORMATION TOWER 6 STREET 2: ZHONGGUANCUN SOUTH STREET HAIDIAN CITY: BEIJING STATE: F4 ZIP: 100086 FORMER COMPANY: FORMER CONFORMED NAME: ASIAINFO HOLDINGS INC DATE OF NAME CHANGE: 19991214 4 1 rrd320391.xml FORM 4 X0304 4 2011-08-19 0 0001100969 ASIAINFO-LINKAGE, INC ASIA 0001134725 TIAN EDWARD VILLA 108, BEIJING RIVIERA GARDEN NO. 1 XIANGJIANG BEI RD., CHAOYANG DIST. BEIJING F4 100103 CHINA 1 0 1 0 Common Stock 2011-08-19 4 P 0 52000 8.9885 A 3134980 D Common Stock 2087704 I Shares held by Edward Tian's wife, Jean Qin Kong Common Stock 4000 I In revocable trust for the benefit of Stephanie Tian Common Stock 2181568 I Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian Pre-paid variable delivery forward contract 2012-05-07 2012-05-07 Common Stock 687625 687625 I Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian Restricted Stock Units (right to acquire common stock) 0 2012-02-09 2012-08-09 Common Stock 12352 12352 D On May 7, 2011, an amendment (the "Amendment") became effective to a previously reported pre-paid variable delivery forward contract, dated May 5, 2009, between PacificInfo Limited ("PacificInfo"), which is wholly-owned by Edward Tian, and Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC (collectively referred to as "CSSU"). Pursuant to the Amendment, the number of shares PacificInfo must deliver on May 7, 2012 (the "Maturity Date") to CSSU was amended as follows: (i) the maximum number of shares to be delivered is 741,689 shares, minus 54,064 "Settlement Shares", or, (ii) at the option of PacificInfo, the cash equivalent of such shares. As compensation for the Amendment, PacificInfo agreed to pay CSSU or its agent the amount of shares equal to the Settlement Shares. (Continued in footnote 2) In addition, the formula for determining the exact number of shares PacificInfo must deliver was revised such that the "Forward Floor Price" is $17.2660, the "Forward Cap Price" is $24.9397, and the averaging dates are the 15 consecutive scheduled trading days starting on April 16, 2012. Obligation to sell common stock. 12,352 restricted stock units were granted on August 9, 2011 (the "2011 RSUs"). Each 2011 RSU represents a contingent right to receive one share of common stock. The 2011 RSUs vest in two equal installments on the 6-month and 12-month anniversaries of the grant date. The grant of the 2011 RSUs was conditioned on the Reporting Person's cancellation of the 2009 RSUs and 2010 RSUs. /s/ Edward Tian 2011-08-22