4//SEC Filing
Zhang Xiaoyan 4
Accession 0001140361-10-031439
CIK 0001399356other
Filed
Aug 2, 8:00 PM ET
Accepted
Aug 3, 9:04 PM ET
Size
10.2 KB
Accession
0001140361-10-031439
Insider Transaction Report
Form 4
Zhang Xiaoyan
DirectorCFO10% Owner
Transactions
- Other
Obligation to dispose common stock, par value $.001/ share
2009-12-30−22,480,000→ 22,480,000 totalExercise: $0.01→ Common Stock (22,480,000 underlying) - Award
Option to purchase common stock, par value $.001/ share
2010-06-27+490,000→ 490,000 totalExercise: $4.00Exp: 2010-06-27→ Common Stock (490,000 underlying)
Footnotes (3)
- [F1]Represents an obligation to sell shares of common stock owned by Ms. Xiaoyan Zhang pursuant to an Earn-in Agreement dated December 30, 2009 as amended on May 19, 2010 by and among Ms. Zhang and certain former shareholders of Liuzhou BCT (the "Former Shareholders"). Pursuant to the Earn-in Agreement, Ms. Zhang has the obligation to sell to the Former Shareholders for a nominal amount per share provided that the Registrant meets certain performance targets for fiscal 2010 and 2011. For the 2010 and 2011 fiscal years the performance targets for the Registrant are $15 million and $19 million after tax audited net income, respectively. If the 2010 performance target is met, the Former Shareholders have the right to acquire 50% of shares held by Ms. Zhang over which they have a call right. If the 2011 performance target is met, the Former Shareholders have the right to acquire the other 50% of the shares held by Ms. Zhang over which they have a call right. The number of shares which can
- [F2]The expiration date is 6:30 p.m. on the fifth anniversary of the earliest date on which a call right may be exercised pursuant to the Earn-in Agreement.
- [F3]Represents an option to purchase shares of common stock granted on June 27, 2010 to Ms. Xiaoyan Zhang pursuant to the Registrant's 2010 Omnibus Securities and Incentive Plan. The option to purchase shares of common stock vests solely if the Registrant's after-tax net income for fiscal 2010 equals at least U.S. $26,000,000 (excluding any non-cash expenses) (the "2010 Income Target"), determined on the basis of the Registrant's audited financial statements for its 2010 fiscal year, as confirmed by the Registrant's independent auditor in its report on said financial statements (the "Audit Report"). If the 2010 Income Target is met, the option shall vest and become exercisable on the date on which the Audit Report is dated, and if the option does not become exercisable on account of the failure to meet the 2010 Income Target, the option shall terminate on the date on which the Audit Report is dated.
Documents
Issuer
China BCT Pharmacy Group, Inc.
CIK 0001399356
Entity typeother
Related Parties
1- filerCIK 0001483876
Filing Metadata
- Form type
- 4
- Filed
- Aug 2, 8:00 PM ET
- Accepted
- Aug 3, 9:04 PM ET
- Size
- 10.2 KB