SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ARDSLEY ADVISORY PARTNERS

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YUHE INTERNATIONAL, INC. [ YUII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Please See FN (8), (9)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value ("Common Stock")	05/10/2010		P		13,500	A⁽¹⁾	$8.4984	1,992,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/10/2010		P		11,100	A⁽²⁾	$8.4984	2,003,550	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/10/2010		P		400	A⁽⁶⁾	$8.4984	2,003,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/11/2020		P		10,000	A⁽⁷⁾	$8.4103	2,013,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/17/2010		P		17,300	A⁽⁷⁾	$8.5276	2,031,250	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/18/2010		P		13,300	A⁽¹⁾	$8.586	2,044,550	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/18/2010		P		15,000	A⁽²⁾	$8.586	2,059,550	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/18/2010		P		700	A⁽⁶⁾	$8.586	2,060,250	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/19/2010		S		53,400	D⁽³⁾	$8.115	2,006,850	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/19/2020		S		21,600	D⁽⁵⁾	$8.115	1,985,250	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/19/2010		P		73,000	A⁽¹⁾	$8.115	2,085,250	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/19/2010		P		2,000	A⁽⁶⁾	$8.115	2,060,250	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/19/2010		P		11,200	A⁽²⁾	$8.2288	2,071,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/20/2010		P		10,000	A⁽⁷⁾	$7.7475	2,081,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/27/2010		P		10,000	A⁽⁷⁾	$7.8475	2,091,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	05/25/2010		P		10,000	A⁽⁷⁾	$7.7848	2,101,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/15/2010		P		20,000	A⁽⁷⁾	$8.0022	2,121,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/02/2010		S		10,000	D⁽⁴⁾	$8.965	2,111,450	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/18/2010		P		4,750	A⁽³⁾	$7.7978	2,116,200	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/18/2010		P		1,900	A⁽⁵⁾	$7.7978	2,118,100	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/23/2010		P		6,450	A⁽³⁾	$8.0367	2,124,550	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/23/2010		P		2,400	A⁽⁵⁾	$8.0367	2,126,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/24/2020		P		1,000	A⁽⁴⁾	$8.0376	2,127,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/24/2010		P		7,700	A⁽¹⁾	$8.0376	2,135,650	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/24/2010		P		6,100	A⁽²⁾	$8.0376	2,141,750	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/24/2010		P		200	A⁽⁶⁾	$8.0376	2,141,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/25/2010		P		3,600	A⁽³⁾	$8.0508	2,145,550	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/25/2010		P		1,400	A⁽⁵⁾	$8.0508	2,146,950	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/29/2010		S		17,800	D⁽³⁾	$8.02	2,129,150	I	See FN⁽⁸⁾⁽⁹⁾
Common Stock	06/29/2010		S		7,200	D⁽⁵⁾	$8.02	2,121,950	I	See FN⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ARDSLEY ADVISORY PARTNERS

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Please See FN (8), (9)

1. Name and Address of Reporting Person^*

Ardsley Partners Fund II, L.P.

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ardsley Partners Institutional Fund, L.P.

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ardsley Offshore Fund, Ltd.

(Last)

(First)

(Middle)

ROMASCO PLACE

WICKHAMS CAY 1

(Street)

ROAD TOWN TORTOLA

HM 12

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ardsley Partners Renewable Energy Fund, L.P.

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ardsley Renewable Energy Offshore Fund, Ltd.

(Last)

(First)

(Middle)

ROMASCO PLACE

WICKHAMS CAY 1

(Street)

ROAD TOWN TORTOLA

HM 12

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ARDSLEY PARTNERS I LP

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HEMPLEMAN PHILIP J

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Common Stock acquired or disposed of, as applicable, by Ardsley Partners Fund II, L.P, a Delaware limited partnership ("APII").

2. Common Stock acquired or disposed of, as applicable, by Ardsley Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional").

3. Common Stock acquired or disposed of, as applicable, by Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy").

4. Common Stock acquired or disposed of, as applicable, by Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore").

5. Common Stock acquired or disposed of, as applicable, by Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands corporation ("Energy Offshore").

6. Common Stock acquired or disposed of, as applicable, by certain managed accounts (the "Ardsley Managed Accounts") advised by Ardsley (as defined below).

7. Common Stock acquired or disposed of, as applicable, by certain managed accounts (the "Hempleman Managed Accounts") managed directly by Philip J. Hempleman ("Mr. Hempleman").

8. The shares reported in Column 5 of this Table I are held directly by APII, Ardsley Institutional, Ardsley Energy, Ardsley Offshore, Renewable Energy Offshore, the Ardsley Managed Accounts and the Hempleman Managed Accounts.

9. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Ardsley Offshore, Energy Offshore and the Ardsley Managed Accounts and serves as investment adviser to APII, Ardsley Institutional and Ardsley Energy, and has investment discretion over the securities held by each. Ardsley Partners I, a New York general partnership ("Ardsley Partners") and Mr. Hempleman serve as the general partners of APII, Ardsley Institutional and Ardsley Energy, and have investment discretion over the securities held by each. In addition, Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and, in such capacity, has investment discretion over the securities managed by each and with respect to the securities held by the Hempleman Managed Accounts. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or their own actual pecuniary interest therein.

Remarks:

	/s/ Steve Napoli, Partner	02/14/2011
	** 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 4 (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.