4//SEC Filing
CHINA MEDICINE CORP 4
Accession 0000894579-12-000262
CIK 0001328790operating
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 2:11 PM ET
Size
44.7 KB
Accession
0000894579-12-000262
Insider Transaction Report
Form 4
OEP Parent LLC
Other
Transactions
- Other
Redeemable Convertible Preferred Stock
2012-09-17$33.40/sh−1,130,744$37,764,814→ 355,922.6 totalExercise: $3.34→ Common Stock (11,307,440 underlying)
One Equity Partners III, L.P.
10% Owner
Transactions
- Other
Redeemable Convertible Preferred Stock
2012-09-17$33.40/sh−1,130,744$37,764,814→ 355,922.6 totalExercise: $3.34→ Common Stock (11,307,440 underlying)
OEP CHME Holdings, LLC
10% Owner
Transactions
- Other
Redeemable Convertible Preferred Stock
2012-09-17$33.40/sh−1,130,744$37,764,814→ 355,922.6 totalExercise: $3.34→ Common Stock (11,307,440 underlying)
OEP General Partner III, L.P.
10% Owner
Transactions
- Other
Redeemable Convertible Preferred Stock
2012-09-17$33.40/sh−1,130,744$37,764,814→ 355,922.6 totalExercise: $3.34→ Common Stock (11,307,440 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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).
- [F4]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.
Issuer
CHINA MEDICINE CORP
CIK 0001328790
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001328790
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 2:11 PM ET
- Size
- 44.7 KB