-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCl17fbE3Ut9AVF1Ok9sYtT4KsOFn1oXPlgxsfPBmT0wpA+4U8CCI5XmOVuZBpxI jxGaz43PE3LlE3h2Syoxbg== 0001369459-10-000002.txt : 20101203 0001369459-10-000002.hdr.sgml : 20101203 20101203122823 ACCESSION NUMBER: 0001369459-10-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101202 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jiangping Jiang CENTRAL INDEX KEY: 0001369459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34284 FILM NUMBER: 101230579 MAIL ADDRESS: STREET 1: SUITE 407-408, HUA LIAN BUILDING STREET 2: SHENNAN ZHONG ROAD, FU TIAN QU CITY: SHENZHEN STATE: F4 ZIP: 0 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL TRAVEL GROUP CENTRAL INDEX KEY: 0001336644 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 200667864 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SHENNAN ROAD, HUALIAN CENTER STREET 2: ROOM 301 - 309 CITY: SHENZHEN, STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 7558 3668 489 MAIL ADDRESS: STREET 1: SHENNAN ROAD, HUALIAN CENTER STREET 2: ROOM 301 - 309 CITY: SHENZHEN, STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TAM of Henderson, Inc. DATE OF NAME CHANGE: 20060328 FORMER COMPANY: FORMER CONFORMED NAME: Hair Therapists, Inc. DATE OF NAME CHANGE: 20050819 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-12-02 0 0001336644 UNIVERSAL TRAVEL GROUP UTA 0001369459 Jiangping Jiang 5TH FLOOR, SOUTH BLOCK, BUILDING 11 SHENZHEN SOFTWARE PARK, ZHONGKE 2ND ROAD NANSHAN DISTRICT,SHENZHEN F4 518000 CHINA 1 1 1 0 Chief Executive Officer Common stock 2009-02-13 4 P 0 66667 3.84 A 4000000 D Common stock 2009-10-15 4 J 0 498246 3.84 A 4498246 D Options 3.84 2009-01-20 4 A 0 2000000 0 A 2010-01-20 2019-01-19 Common stock 2000000 2000000 D Options 3.84 2009-10-15 4 D 0 666666 0 D 2009-03-12 2019-01-19 Common stock 666666 1333334 D Options 6.67 2010-12-02 4 A 0 50000 0 A 2010-12-02 2020-12-01 Common stock 50000 1383334 D Number reflects a three-for-one reverse split of the Company's common stock. On February 13, 2009, Jiangping Jiang (the "Reporting Person") purchased 200,000 (66,667 post reverse split) shares of common stock of the Company at the price of $1.28 ($3.84 post reverse split) per share. On October 15, 2009, the Reporting Person cashlessly exercised options to purchase 666,666 shares of common stock. The number of shares issued pursuant to the cashless exercise of the aforementioned 666,666 options is based on the following formula: X = Y [(A-B)/A] where X = the number of shares the Optionee is to receive as the result of cashless option exercise. Y = the number of optioned shares. A = the arithmetic average of the closing prices for the five trading days immediately prior to (but not including) the exercise date. B = the exercise price. This option ("the 2009 Option") was issued pursuant to the Company's 2009 Incentive Stock Plan and two Incentive Stock Option Agreements dated as of January 20, 2009. On a post reverse split basis, the number of shares purchasable under this option is adjusted to 2,000,000 shares and its exercise price is adjusted to $3.84. The Option shall become exercisable during the term of the Reporting Person's employment in six (6) equal annual installments of 999,999 (333,333 post reverse split) shares each (save for the last installment of 1,000,005 (333,335 post reverse split) shares), the first installment to be exercisable on the first anniversary of the date of the 2009 Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the successive periods following the Initial Vesting Date. The terms of exercise of the 2009 Option are subject to the following acceleration provisions: in the event (i) the Company reports an after tax Net Income (as that term is defined in Securities Purchase Agreement dated August 29, 2008, entered into by and among the Company and certain investors) of $14,000,000 in its Annual Report on Form 10-K for its fiscal year 2008, then options to purchase an aggregate of 1,999,998 shares of common stock under the Plan shall vest and become immediately exercisable, (ii) the Company reports an after tax Net Income of $18,000,000 for its fiscal year 2009, then options to purchase another 1,999,998 shares of common stock shall vest and become immediately exercisable and (iii) the Company reports an after tax Net Income of $22,000,000 for its fiscal year 2010, then options to purchase another 2,000,004 shares of common stock shall vest and become immediately exercisable. On March 12, 2009, the Company achieved the target set forth in the acceleration provision (i) of the 2009 Option and thus the options to purchase 666,666 shares of common stock under the 2009 Option vested. On October 15, 2009, the Reporting Person cashlessly exercised the options to purchase 666,666 shares of common stock. (The number of shares of common stock underlying the 2009 Stock Option and the exercise price changed because the Company effected a three-for-one reverse split of its common stock.) This option ("the 2010 Option") was issued pursuant to the Company's 2010 Incentive Stock Plan and the Incentive Stock Option Agreement dated as of December 2, 2010. The Option shall become exercisable at the price of $6.67 per share during the term of the Reporting Person's employment in two (2) equal annual installments of 25,000 shares each, the first installment to be exercisable on the date of the 2010 Option, with the remaining installment becoming exercisable on the first anniversary following the date of the 2010 Option. The Option may be exercised on a cashless basis. /s/Wei Wang, Attorney-at-Law 2010-12-03 -----END PRIVACY-ENHANCED MESSAGE-----