0001181431-12-028629.txt : 20120509 0001181431-12-028629.hdr.sgml : 20120509 20120509065840 ACCESSION NUMBER: 0001181431-12-028629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120509 FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 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: 12823739 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 rrd344566.xml FORM 4 X0305 4 2012-05-09 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 0 0 Common Stock 3141156 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 2012-05-09 4 J 0 687625 D 1493943 I Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian Pre-paid variable delivery forward contract 2012-05-09 4 J 0 687625 0 D 2012-05-09 2012-05-09 Common Stock 687625 0 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 6176 6176 D On May 9, 2012, the reporting person settled a previously reported pre-paid variable forward ("VPF") contract that was entered into on May 5, 2009, as amended in May 2011 (as amended, the "VPF Agreement"), 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"). The VPF Agreement constituted a Rule 10b5-1 trading plan and the settlement reported in this Form 4 was effected pursuant to the Rule 10b5-1 trading plan. Pursuant to the VPF Agreement, PacificInfo acquired an obligation to deliver on May 9, 2012 up to 687,625 shares (the "Base Amount") of common stock. The VPF Agreement provided that the exact number of shares of common stock that PacificInfo would be required to deliver would be determined based on an average price per share of the common stock during 15 trading days starting on April 16, 2012 (the "Settlement Price"). (Continued in footnote 2) (Continued)If the Settlement Price was less than $17.2660 (the "Floor Price"), PacificInfo would be obligated to deliver 687,625 shares of common stock. If the Settlement Price was equal to or greater than the Floor Price but less than or equal to $24.9397 (the "Cap Price"), PacificInfo would 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 was greater than the Cap Price, PacificInfo would 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. As the Settlement Price was less than the Floor Price (i.e.,$12.0086), on May 9, 2012, PacificInfo delivered 687,625 shares to CSSU. 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 2012-05-09