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