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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-paid variable delivery forward contract (3) | (1) (2) | 05/07/2012 | 05/07/2012 | Common Stock | 687,625 | 687,625 | I | Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian | |||||||
| Restricted Stock Units (right to acquire common stock) | $ 0 (4) | 02/09/2012 | M(4) | 6,176 | 02/09/2012(4) | 08/09/2012 | Common Stock | 12,352 | $ 0 | 6,176 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TIAN EDWARD VILLA 108, BEIJING RIVIERA GARDEN NO. 1 XIANGJIANG BEI RD., CHAOYANG DIST. BEIJING, F4 100103 |
X | X | ||
| /s/ Edward Tian | 02/09/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On May 7, 2011, an amendment (the "Amendment") became effective to a previously reported pre-paid variable delivery forward contract, dated May 5, 2009, between PacificInfo Limited ("PacificInfo"), which is wholly-owned by Edward Tian, and Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC (collectively referred to as "CSSU"). Pursuant to the Amendment, the number of shares PacificInfo must deliver on May 7, 2012 (the "Maturity Date") to CSSU was amended as follows: (i) the maximum number of shares to be delivered is 741,689 shares, minus 54,064 "Settlement Shares", or, (ii) at the option of PacificInfo, the cash equivalent of such shares. As compensation for the Amendment, PacificInfo agreed to pay CSSU or its agent the amount of shares equal to the Settlement Shares. (Continued in footnote 2) |
| (2) | In addition, the formula for determining the exact number of shares PacificInfo must deliver was revised such that the "Forward Floor Price" is $17.2660, the "Forward Cap Price" is $24.9397, and the averaging dates are the 15 consecutive scheduled trading days starting on April 16, 2012. |
| (3) | Obligation to sell common stock. |
| (4) | 12,352 restricted stock units were granted on August 9, 2011 (the "2011 RSUs"). Each 2011 RSU represents a contingent right to receive one share of common stock. The 2011 RSUs vest in two equal installments on the 6-month and 12-month anniversaries of the grant date. The grant of the 2011 RSUs was conditioned on the Reporting Person's cancellation of the 2009 RSUs and 2010 RSUs. |