4//SEC Filing
Xia Yining 4
Accession 0001144204-10-052242
CIK 0001328888other
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 4:43 PM ET
Size
11.4 KB
Accession
0001144204-10-052242
Insider Transaction Report
Form 4
Xia Yining
Director
Transactions
- Gift
Common Stock
2009-08-07−75,000→ 428,230 total - Other
15% Convertible Promissory Note
2010-03-12$0.65/sh−261,538$170,000→ 0 totalExercise: $0.65From: 2009-03-13Exp: 2010-03-12→ Common Stock (261,538 underlying)
Holdings
- 60,154
Warrant
Exercise: $0.78From: 2009-03-13→ Common Stock (60,154 underlying) - 503,230(indirect: By BEFUT International Co. Limited)
Common Stock
Footnotes (5)
- [F1]On June 18, 2009, the Issuer, formerly known as Frezer, Inc., changed its name to "BEFUT International Co., Ltd." and effectuated a 1 for 4.07 reverse stock split of its outstanding shares of common stock. As a result, the 2,048,144 shares of common stock then directly owned by the Reporting Person were converted into 503,230 shares. Following the gift of 75,000 shares of common stock reported herein, the Reporting Person directly owns 428,230 shares of common stock.
- [F2]On March 13, 2009, the Reporting Person, By BEFUT International Co. Limited ("Befut BVI") and certain other stockholders of Befut BVI entered into a Stockholders Agreement (the "Stockholders Agreement"), pursuant to which each such stockholder has the right to acquire from Befut BVI some or all of such stockholders' pro rata portion of the Issuer's common stock owned by Befut BVI in exchange for such stockholder's corresponding equity interest in Befut BVI. On March 25, 2009, the Reporting Person acquired 2,048,144 shares from Befut BVI, thereby reducing (i) his equity interest in Befut BVI from 3.6% to 1.8% and (ii) his indirect ownership of common stock to 2,048,145 shares. After the 1 for 4.07 reverse stock split effectuated on June 18, 2009, the Reporting Person has indirect beneficial ownership of 503,230 shares of common stock.
- [F3]Such amount was adjusted to reflect the 1 for 4.07 reverse stock split of the Issuer's common stock effectuated on June 18, 2009.
- [F4]The Issuer repaid the outstanding balance of this convertible promissory note.
- [F5]The expiration date of the Warrant is the earlier of (i) March 13, 2014, or (ii) thirty (30) days after delivery of audited financial statements of the Issuer for a certain fiscal year showing that the consolidated net income of the Issuer and its subsidiaries exceeds $20 million for such fiscal year and the consolidated net income of the Issuer and its subsidiaries per share on a fully diluted basis exceeds $0.26 per share, which shall be subject to proportional downward adjustments for the issuance of additional fully diluted shares of the Issuer.
Documents
Issuer
BEFUT International Co., Ltd.
CIK 0001328888
Entity typeother
Related Parties
1- filerCIK 0001458381
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 4:43 PM ET
- Size
- 11.4 KB