- Statement of Changes in Beneficial Ownership (4)
19 9월 2012 - 3:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
OEP CHME Holdings, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CHINA MEDICINE CORP
[
CHME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ONE EQUITY PARTNERS, 320 PARK AVENUE, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/17/2012
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Redeemable Convertible Preferred Stock
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$3.34
(4)
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9/17/2012
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J
(3)
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1130744
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(2)
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(2)
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Common Stock
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11307440
(3)
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$33.3982
(4)
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355922.6
(3)
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D
(1)
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Explanation of Responses:
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(
1)
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These securities are held directly by OEP CHME Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Parent LLC, a Delaware limited liability company ("OEP Parent"), of which the sole stockholder is OEP Holding Corporation, a Delaware corporation, of which the sole stockholder is JPMorgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Persons are OEP, OEP III, OEP GP III and OEP Parent.
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(
2)
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The Redeemable Convertible Preferred Stock are convertible at any time, at the holder's election subject to the terms and conditions of (a) the Stock Subscription Agreement, dated as of December 31, 2009, among China Medicine Corporation, Mr. Yang Senshan and OEP CHME Holdings, LLC and (b) the Certificate of Designation, Rights and Preferences for the Redeemable Convertible Preferred Stock of China Medicine Corporation, dated as of December 31, 2009 (the "Certificate of Designation"). There is no expiration date on the conversion of the Redeemable Convertible Preferred Stock.
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(
3)
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In connection with the release on or about September 7, 2012 of Renminbi 240,607,814.14 from the Escrow Account (as defined in the Escrow Agreement) pursuant to the Escrow Agreement (the "Escrow Agreement"), dated as of May 16, 2011, among OEP, China Medicine Corporation and JPMorgan Chase Bank, N.A., acting through its Hong Kong branch, as escrow agent, OEP on September 17, 2012 redeemed 1,130,744 shares of Redeemable Convertible Preferred Stock. Following such conversion, OEP is the direct owner of 355,922.6 shares of Redeemable Convertible Preferred Stock. Each share of Redeemable Convertible Preferred Stock is convertible into 10 shares of Common Stock based on the Conversion Price (as defined below).
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(
4)
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Shares of Redeemable Convertible Preferred Stock are convertible into such number of shares of Common Stock as is determined by dividing US$33.40 by the Conversion Price in effect at the time of conversion. The current "Conversion Price" is US$3.34, and such Conversion Price is subject to customary anti-dilution adjustments as set forth in the Certificate of Designation.
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Remarks:
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Exhibit List: Exhibit 99 - Joint Filer Information
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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OEP CHME Holdings, LLC
C/O ONE EQUITY PARTNERS
320 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10022
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X
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One Equity Partners III, L.P.
320 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10022
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Managing Member
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OEP General Partner III, L.P.
320 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10022
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General Partner
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OEP Parent LLC
320 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10022
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General Partner
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Signatures
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/s/ Richard W. Smith as Managing Director of OEP Parent LLC, the general partner of OEP General Partner III, L.P, as general partner of One Equity Partners III, L.P., as Managing Member of OEP CHME Holdings, LLC
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9/17/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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