X0206 3 2012-11-26 0 0001273385 Nutrastar International Inc. NUIN 0001562816 Fearon Richard E. Jr. 7/F JINHUA MANSION, 41 HANGUANG STREET, NANGANG DISTRICT HARBIN F4 150080 CHINA 1 0 0 0 Common Stock, par value $0.001 49200 D Common Stock, par value $0.001 324669 I Held by Accretive Capital Partners, LLC Series A Convertible Preferred Stock 0 Common Stock, par value $0.001 450000 I Held by Accretive Capital Partners, LLC Including 20,000 restricted shares granted pursuant to a Restricted Shares Grant Agreement under the Company's 2009 Equity Incentive Plan, as amended, dated November 26, 2012, between the Company and the Reporting Person. Such shares vest in equal installments on a semi-annual basis over a two-year period beginning on February 15, 2013. The Reporting Person is the managing partner of Accretive Capital Management, LLC, which is the manager of Accretive Capital Partners, LLC, and has sole voting and investment power over the securities held by Accretive Capital Partners, LLC. Pursuant to the Certificate of Designation setting forth the designation and rights of the Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Series A Preferred Stock"), a copy of which was filed as Exhibit 3.1 to a Current Report on Form 8-K of the Company that was filed on June 3, 2010, each share of the Series A Preferred Stock may be converted into ten shares of the common stock, par value $0.001 per share, of the Company (the "Common Stock") (subject to customary adjustments for stock splits, combinations, or equity dividends on Common Stock). /s/ Richard E. Fearon Jr. 2012-11-29