| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/26/2009 |
3. Issuer Name and Ticker or Trading Symbol
AMERICAN DAIRY INC [ ADY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, US0.001 par value | 78,760 | I | See Footnote(1) |
| Common Stock, US0.001 par value | 9,050 | I | See Footnote(2) |
| Common Stock, US0.001 par value | 12,190 | I | See Footnote(3) |
| Common Stock, US0.001 par value | 1,242,914 | I | See Footnote(4) |
| Common Stock, US0.001 par value | 29,641 | I | See Footnote(5) |
| Common Stock, US0.001 par value | 152,478 | I | See Footnote(6) |
| Common Stock, US0.001 par value | 666,667 | I | See Footnote(7) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities are owned directly by Sequoia Capital China I, L.P. ("SCC I") and indirectly by Sequoia Capital China Management I, L.P. ("SCC MGMT I"), as general partner of SCC I, and SC China Holding Limited ("SCC HOLD"), as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 2. The reported securities are owned directly by Sequoia Capital China Partners Fund I, L.P. ("SCC PTRS I") and indirectly by SCC MGMT I, as general partner of SCC PTRS I, and SCC HOLD, as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 3. The reported securities are owned directly by Sequoia Capital China Principals Fund I, L.P. ("SCC PRIN I") and indirectly by SCC MGMT I, as general partner of SCC PRIN I, and SCC HOLD, as general partner of SCC MGMT I. Pursuant to Rule 16a-1, SCC MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 4. The reported securities are owned directly by Sequoia Capital China Growth Fund I, L.P. ("SCCGF I") and indirectly by Sequoia Capital China Growth Fund Management I, L.P. ("SCCGF MGMT I"), as general partner of SCCGF I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 5. The reported securities are owned directly by Sequoia Capital China Growth Partners Fund I, L.P. ("SCCGF PTRS I") and indirectly by SCCGF MGMT I, as general partner of SCCGF PTRS I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 6. The reported securities are owned directly by Sequoia Capital China GF Principals Fund I, L.P. ("SCCGF PRIN I") and indirectly by SCCGF MGMT I, as general partner of SCCGF PRIN I, and SCC HOLD, as general partner of SCCGF MGMT I. Pursuant to Rule 16a-1, SCCGF MGMT I and SCC HOLD disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Neil Nanpeng Shen and Kui Zhou are Managing Directors of SCC HOLD. Neil Nanpeng Shen and Kui Zhou disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| 7. The reported securities are owned directly by Sequoia Capital U.S. Growth Fund IV, L.P. ("SCGF IV") and indirectly by SCGF IV Management, L.P ("SCGF MGMT IV"), as general partner of SCGF IV, and SCGF GenPar, Ltd ("SCGF GP"), as general partner of SCGF MGMT IV. Pursuant to Rule 16a-1, SCGF MGMT IV and SCGF GP disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. Michael Moritz and Douglas Leone are Managing Directors of SCGF GP. Michael Moritz and Douglas Leone disclaim beneficial ownerships of the reported securities except to the extent of their individual pecuniary interest therein. |
| Remarks: |
| This report is filed jointly by SCC I, SCC PTRS I, SCC PRIN I, SCC MGMT I, SCCGF I, SCCGF PTRS I, SCCGF PRIN I, SCCGF MGMT I, SCC HOLD, Neil Nanpeng Shen, Kui Zhou, SCGF IV, SCGF MGMT IV, SCGF GP, Michael Moritz and Douglas Leone. SCC I, SCC PTRS I, SCC PRIN I, SCCGF I, SCCGF PTRS I, SCCGF PRIN I and SCGF IV (together, the "Investors") may each be deemed a director by deputization by virtue of their right to nominate a representative to serve on the board of directors of American Dairy, Inc. ("American Dairy"). Neil Nanpeng Shen serves as the Investor's representative on American Dairy's board of directors. SCC I, SCC PTRS I, SCC PRIN I, SCC MGMT I, SCCGF I, SCCGF PTRS I, SCCGF PRIN I, SCCGF MGMT I, SCC HOLD, Neil Nanpeng Shen, Kui Zhou, SCGF IV, SCGF MGMT IV, SCGF GP, Michael Moritz and Douglas Leone may each be deemed a member of a Section 13(d) group that owns more than 10% of American Dairy's outstanding Common Stock. The filing of this report shall not be construed as an admission that the Reporting Persons share beneficial ownership of these reported securities. This report is one of two reports, each on a seperate Form 3 on the date hereof, but relating to the same transactions being filed by the reporting persons. |
| Sequoia Capital China Growth Partners Fund I, L.P., By: Sequoia Capital China Growth Fund Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China GF Principals Fund I, L.P., By: Sequoia Capital China Growth Fund Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China Growth Fund Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China I, L.P., By: Sequoia Capital China Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China Partners Fund I, L.P., By: Sequoia Capital China Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China Principals Fund I, L.P., By: Sequoia Capital China Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| Sequoia Capital China Management I, L.P., By: SC China Holding Limited, By: /s/ Jimmy Wong as Authorized Signatory | 09/04/2009 | |
| /s/ Neil Nanpeng Shen | 09/04/2009 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||