4//SEC Filing
Tao Chunfeng 4
Accession 0001213900-11-002813
CIK 0001326396other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 12:26 PM ET
Size
11.9 KB
Accession
0001213900-11-002813
Insider Transaction Report
Form 4
Tao Chunfeng
DirectorChief Executive OfficerOther
Transactions
- Conversion
Common Stock, par value $0.001
2010-12-28$0.01/sh+14,492,226$115,938→ 7,246,113 total(indirect: Optionee of an option to acquire 33,333 shares of Apex Smart Limited) - Exercise of In-Money
Common Stock, par value $0.001
2010-11-15$0.01/sh+7,246,113$57,969→ 7,246,113 total(indirect: Holder of 16,677 shares of Apex Smart Limited) - Other
Common Stock, par value $0.001
2010-09-10+3,446,616→ 0 total(indirect: Pledgee of 3,446,616 KEYP shares indirectly held by Strategic Synergy & Harvest Point)
Footnotes (4)
- [F1]Pursuant to a share transfer agreement between Mr. Chunfeng Tao and Mr. Brian Pak-Lun Mok dated as of April 2, 2010, Mr. Mok, the sole shareholder of Apex Smart Limited, granted to Mr. Tao an option to acquire the 50,000 ordinary shares of Apex Smart Limited if the performance targets are met. The performance targets are: at least $39 million of Keyuan Petrochemicals gross revenue for the three months commencing from July 2010 to September 2010; at least $40 million of gross revenue for the three months commencing from October 2010 to December 2010; and, at least $41 million of gross revenue for the three months commencing from January 2011 to March 2011 (collectively the "Performance Targets", each "Performance Target"). Mr. Tao is entitled to exercise one third of the option when each of these Performance Targets is met.
- [F2]To date, the first Performance Target which is at least $39 million of Keyuan Petrochemicals gross revenue for the three months commencing from July 2010 to September 2010 has been met. On November 15, 2010, Mr. Tao exercised the option and acquired 16,677 shares of Apex Smart Limited. However, based upon the terms of the share transfer agreement, the earliest Mr. Tao may exercise the remaining option is March 2011.
- [F3]On December 28, 2010, the Company exercised its mandatory conversion rights under the terms of the Series M Preferred Stock to convert all of outstanding shares of its Series M Preferred Stock into a total of 47,658,000 shares of Common Stock, $0.001 par value per share, which are being held by Delight Reward Limited. Apex Smart Limited, through its ownership of 45.6132% of Delight Reward Limited, indirectly owns 21,738,339 shares of our common stock. Therefore, through Mr. Tao's ownership of one-third of Apex Smart Limited's stock, he indirectly owns and controls 7,246,113 shares of our common stock.
- [F4]On September 10, 2010, Mr. Chunfeng Tao entered into a personal loan agreement with Mr. Xin Yue, pursuant to which Mr. Yue pledged the our stocks he indirectly owns or may own to Mr. Tao. Therefore, if Mr. Yue cannot pay back the loan on the due date, Mr. Tao is entitled to acquire the shares from Mr. Yue. Pursuant to certain share transfer agreements dated as of April 2, 2010, Mr. Yue has granted an option to acquire the 50,000 common shares of Strategic Synergy Limited and an option to acquire the 50,000 common shares of Harvest Point Limited if the Performance Targets are met. If all the Performance Targets have been met and Mr. Yue exercises the options to acquire Strategic Synergy Limited and Harvest Point Limited's shares, Mr. Yue may indirectly own up to 5,035,116 shares of our common stock. However, in early 2011, Mr. Yue paid off certain amount of the loan to Mr. Tao, as a result, 1,588,500 shares of pledged KEYP stock were released from the terms of the loan agreement.
Documents
Issuer
Keyuan Petrochemicals, Inc.
CIK 0001326396
Entity typeother
Related Parties
1- filerCIK 0001492208
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 12:26 PM ET
- Size
- 11.9 KB