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*
Yue Xin

(Last) (First) (Middle)
QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC
& TECHNOLOGICAL DEVELOPMENT ZONE

(Street)
NINGBO, ZHEJIANG PROVINCE F4 315803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Keyuan Petrochemicals, Inc. [ KEYP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2010
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 09/10/2010 09/10/2010 J 3,446,616(4) D $0 0 I Pledgor of 3,446,616 KEYP shares indirectly held by Strategic Synergy & Harvest Point
Common Stock, par value $0.001 11/15/2010 11/15/2010 X 1,678,372(1)(2)(3) A $0.008 1,678,372 I Holder of 16,677 shares of Strategic Synergy Limited and 16,667 shares of Harvest Point Limited
Common Stock, par value $0.001 12/28/2010 12/28/2010 C 3,356,774(1)(2)(3) A $0 1,678,372 I Option to acquire 33,333 shares of Strategic Synergy & 33,333 shares of Harvest Point
Common Stock, par value $0.001 04/29/2011 04/29/2011 J 529,639(5) D $0 1,148,733 I Transfer of 16,667 shares of Harvest Point Limited
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to certain share transfer agreements dated as of April 2, 2010, Mr. Yue has granted an option to acquire the 50,000 ordinary shares of Strategic Synergy Limited and an option to acquire the 50,000 ordinary shares of Harvest Point Limited if the performance targets are met. The performance targets are: at least $39 million of Keyuan Petrochemicals gross revenue for the three months commencing from July 2010 to September 2010; at least $40 million of gross revenue for the three months commencing from October 2010 to December 2010; and, at least $41 million of gross revenue for the three months commencing from January 2011 to March 2011 (collectively the "Performance Targets", each "Performance Target"). Mr. Yue is entitled to exercise one third of the options when each of these three performance target is met.
2. To date, the first Performance Target which is at least $39 million of Keyuan Petrochemicals gross revenue for the three months commencing from July 2010 to September 2010 has been met. On November 15, 2010, Mr. Yue exercised the options and acquired 16,677 shares of Strategic Synergy Limited and 16,667 shares of Harvest Point Limited. However, based upon the terms of the share transfer agreement, the earliest Mr. Xue may exercise the remaining options is March 2011.
3. On December 28, 2010, the Company exercised its mandatory conversion rights under the terms of the Series M Preferred Stock to convert all of outstanding shares of its Series M Preferred Stock into a total of 47,658,000 shares of Common Stock, $0.001 par value per share, which are being held by Delight Reward Limited. Strategic Synergy Limited and Harvest Point Limited, through their ownership of 5.3896% and 5.1755% of Delight Reward Limited, respectively, indirectly own 5,035,115 shares of our common stock. Therefore, through his ownership of one-third of Strategic Synergy Limited and one-third of Harvest Point Limited' stock Mr. Yue indirectly owns and controls 1,678,372 shares of our common stock.
4. On September 10, 2010, Mr. Chunfeng Tao entered into a personal loan agreement with Mr. Xin Yue, pursuant to which Mr. Yue pledged the KEYP stocks he indirectly owns or may own to Mr. Tao. Therefore, if Mr. Yue cannot pay back the loan on the due date, Mr. Tao is entitled to acquire the shares from Mr. Yue. If all the Performance Targets have been met and Mr. Yue exercises the options to acquire Strategic Synergy Limited and Harvest Point Limited's shares, Mr. Yue may indirectly own up to 5,035,116 shares of our common stock. However, in early 2011, Mr. Yue paid off certain amount of the loan to Mr. Tao, as a result, 1,588,500 shares of pledged KEYP stock were released from the terms of the loan agreement.
5. Pursuant to an Instrument of Transfer dated April 29, 2011, Harvest Point Limited transferred 1,028 shares of Delight Reward Limited's stock to Strategic Synergy Limited, changing their ownership of Delight Reward Limited's stock to 3.334% and 7.232% respectively. On the same day, pursuant to two Instruments of Transfer, Brian Pak-Lun Mok and Mr. Yue transferred 33,333 shares and 16,667 shares of Harvest Point Limited, respectively, to Ms. Muxia Duan in consideration of $2 in total; thus transferred 100% ownership of Harvest Point Limited (equivalent to 1,588,918 shares of our common stock) to Ms. Duan. After the transactions, Mr. Yue's ownership of our common stock reduced by 529,639 shares.
/s/ Xin Yue 05/20/2011
** Signature of Reporting Person Date
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