4//SEC Filing
MSPEA AGRICULTURE HOLDING LTD 4
Accession 0000950142-14-001531
CIK 0001398551other
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 10:24 AM ET
Size
25.3 KB
Accession
0000950142-14-001531
Insider Transaction Report
Form 4
MS HOLDINGS INC
Director10% OwnerOther
Transactions
- Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying) - Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes)
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MORGAN STANLEY PRIVATE EQUITY ASIA III LP
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III LP
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MORGAN STANLEY
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MSPEA AGRICULTURE HOLDING LTD
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
Director10% OwnerOther
Transactions
- Other
Common Stock
2014-07-03−2,128,043→ 0 total(indirect: See footnotes) - Other
Series A Convertible Preferred Stock, par value $0.001
2014-07-03−6,505,113→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common stock (6,505,113 underlying)
Footnotes (6)
- [F1]On July 3, 2014, New York time, Yongye International, Inc. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of September 23, 2013, and amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 9, 2014 (the "Merger Agreement"), by and among the Issuer, Full Alliance International Limited, a British Virgin Islands company ("Holdco"), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- [F2]In connection with the Merger, MSPEA Agriculture Holding Limited, a Cayman Islands limited liability company ("MSPEA") contributed 2,128,043 shares of the Issuer's Common Stock and 6,505,113 shares of the Issuer's Series A Convertible Preferred Stock to Parent prior to the consummation of the Merger pursuant to that certain contribution agreement by and among MSPEA, Holdco, Parent and certain stockholders of the Issuer party thereto.
- [F3]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) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership ("MS LP"), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("MS Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA (collectively, the "Reporting Persons"). (cont'd in FN4)
- [F4](cont'd from FN3) 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 MS LP and MS Employee. MS LP holds 92.13% of MSPEA Holdings and MS Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA.
- [F5]MSPEA was the record holder of 6,505,113 shares of Series A Convertible Preferred Stock of the Issuer and 2,128,043 shares of Common Stock of the Issuer (collectively, the "Shares"). MS Parent may be deemed to beneficially own Shares 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). (cont'd in FN6)
- [F6](cont'd from FN5) 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 is the beneficial owner of any such Shares 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. MSPEA's nominee to the Issuer's board of directors, Mr. Homer Sun, became one of the Issuer's directors on June 9, 2011 and was reappointed on June 8, 2012. By virtue of Mr. Homer Sun being one of the Issuer's directors, each of the Reporting Persons is a director by deputization.
Documents
Issuer
Yongye International, Inc.
CIK 0001398551
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001522730
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 10:24 AM ET
- Size
- 25.3 KB