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*
Tao Chunfeng

(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
X Officer (give title below) Other (specify below)
Pres., Chairman, CEO & Sec.
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) A $0 0 I Pledgee 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 7,246,113(1)(2)(3) A $0.008 7,246,113 I Holder of 16,677 shares of Apex Smart Limited
Common Stock, par value $0.001 12/28/2010 12/28/2010 C 14,492,226(1)(2)(3) A $0.008 7,246,113 I Optionee of an option to acquire 33,333 shares of Apex Smart 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 a share transfer agreement between Mr. Chunfeng Tao and Mr. Brian Pak-Lun Mok dated as of April 2, 2010, Mr. Mok, the sole shareholder of Apex Smart Limited, granted to Mr. Tao an option to acquire the 50,000 ordinary shares of Apex Smart 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. Tao is entitled to exercise one third of the option when each of these Performance Targets 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. Tao exercised the option and acquired 16,677 shares of Apex Smart Limited. However, based upon the terms of the share transfer agreement, the earliest Mr. Tao may exercise the remaining option 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. Apex Smart Limited, through its ownership of 45.6132% of Delight Reward Limited, indirectly owns 21,738,339 shares of our common stock. Therefore, through Mr. Tao's ownership of one-third of Apex Smart Limited's stock, he indirectly owns and controls 7,246,113 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 our 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. Pursuant to certain share transfer agreements dated as of April 2, 2010, Mr. Yue has granted an option to acquire the 50,000 common shares of Strategic Synergy Limited and an option to acquire the 50,000 common shares of Harvest Point Limited if the Performance Targets are met. 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.
/s/ Chunfeng Tao 05/20/2011
** Signature of Reporting Person Date
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