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*
MORGAN STANLEY

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
China XD Plastics Co Ltd [ CXDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019
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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2019(1) A 16,000,000 A (3)(4) 16,000,000 I See Footnotes(1)(2)(3)(4)(5)
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
Series D Jr. Convertible Preferred Stock, par value $0.0001 (3)(4) 09/30/2019(3)(4) C 16,000,000 01/01/2012(3)(4) 01/01/2022(3)(4) Common Stock 16,000,000 $6.25(3)(4) 0 I See Footnotes(1)(2)(3)(4)(5)
1. Name and Address of Reporting Person*
MORGAN STANLEY

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MS HOLDINGS INC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Haven Private Equity Asia III, L.P.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Haven Private Equity Asia Employee Investors III, L.P.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD

(Last) (First) (Middle)
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MSPEA MODIFIED PLASTICS HOLDING LTD

(Last) (First) (Middle)
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KYI-1104

(City) (State) (Zip)
Explanation of Responses:
1. This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons").
2. (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA.
3. (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019.
4. (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
5. (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization.
MORGAN STANLEY, By: /s/ Stefanie Chang Yu, Authorized Signatory 10/09/2019
MS HOLDINGS INCORPORATED, By: /s/ Christopher H. Norris, Director/President 10/09/2019
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC., By: /s/ David N. Miller, Director/President/Managing Director 10/09/2019
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C., By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, Director/President/Managing Director 10/09/2019
NORTH HAVEN PRIVATE EQUITY ASIA III, L.P., By: Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, President 10/09/2019
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P., By: Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, President 10/09/2019
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD, By: /s/ Ivan John Sutlic, Director 10/09/2019
MSPEA MODIFIED PLASTICS HOLDING LIMITED, By: /s/ Ivan John Sutlic, Director 10/09/2019
** Signature of Reporting Person Date
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