- Initial Statement of Beneficial Ownership (3)
15 2월 2011 - 8:55AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
Estimated average burden
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ARDSLEY ADVISORY PARTNERS
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/7/2010
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3. Issuer Name
and
Ticker or Trading Symbol
YUHE INTERNATIONAL, INC. [YUII]
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(Last)
(First)
(Middle)
262 HARBOR DRIVE, 4TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
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X
___ Other (specify below)
/ Please see FN (1), (2) , (3)
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $0.001 par value ("Common Stock")
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1978950
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I
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See FN
(1)
(2)
(3)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Explanation of Responses:
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(
1)
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As of the date of the event requiring the filing of this statement, the shares reported herein were held directly by Ardsley Partners II, L.P. ("APII"), a Delaware limited partnership, in the amount of 748,100, Ardsley Institutional Fund, L.P., ("Ardsley Institutional"), a Delaware limited partnership, in the amount of 595,900, Ardsley Offshore Fund, Ltd. ("Ardsley Offshore"), a British Virgin Islands corporation, in the amount of 124,000, Ardsley Partners Renewable Energy Fund, L.P. ("Ardsley Energy "), a Delaware limited partnership, in the amount of 127,900, Ardsley Renewable Energy Offshore Fund, Ltd. ("Renewable Offshore"), a British Virgin Islands corporation, in the amount of 51,600, and certain managed accounts (the "Managed Accounts") in the amount of 331,450.
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(
2)
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Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to Ardsley Offshore, Ardsley Energy Offshore and certain of the Managed Accounts and serves as investment adviser to APII, Ardsley Institutional and Ardsley Energy, and has investment discretion over the securities held by each, in the amount of 1,671,250. Ardsley Partners I, a New York general partnership ("Ardsley Partners") serves as the general partner of APII, Ardsley Institutional and Renewable Energy along with Phillip J. Hempleman ("Mr. Hempleman"), and has investment discretion over the securities held by each, in the amount of 1,471,900. (Continued in FN (3)).
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(
3)
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In addition to being the general partner of APII, Ardsley Institutional and Renewable Energy, Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners, and in such capacity has investment discretion with respect to the securities held or managed by each and with respect to securities held by certain of the Managed Accounts managed by him directly, together, in the amount of 1,978,950. 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.
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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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ARDSLEY ADVISORY PARTNERS
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
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X
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Please see FN (1), (2) , (3)
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Ardsley Partners Fund II, L.P.
262 HARBOR DRIVE
STAMFORD, CT 06902
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X
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Ardsley Partners Institutional Fund, L.P.
262 HARBOR DRIVE
STAMFORD, CT 06902
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X
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Ardsley Offshore Fund, Ltd.
ROMASCO PLACE, WICKAMS CAY 1
ROAD TOWN TORTOLA, D8 HM 12
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X
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Ardsley Partners Renewable Energy Fund, L.P.
262 HARBOR DRIVE
STAMFORD, CT 06902
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X
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Ardsley Renewable Energy Offshore Fund, Ltd.
ROMASCO PLACE, WICKHAMS CAY 1,
ROAD TOWN TORTOLA, D8 HM 12
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X
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ARDSLEY PARTNERS I LP
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902
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X
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HEMPLEMAN PHILIP J
262 HARBOR DRIVE
STAMFORD, CT 06902
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X
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Signatures
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/s/ Steve Napoli, Partner
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2/14/2011
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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 5(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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Yuhe (CE) (USOTC:YUII)
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