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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Right to sell Common Stock | $ 8.44 (4) | Â | Â | Â | Â | Â | 10/27/2004 | 10/27/2004 | Common Stock | Â | 250,000 (4) | Â | ||
Obligation to sell Common Stock | $ 28.1 | Â | Â | Â | Â | Â | 10/27/2004 | 10/27/2004 | Common Stock | Â | 250,000 (5) | Â | ||
Stock Options(Right to acquire Common Stock) | $ 7.6 | Â | Â | Â | Â | Â | 10/04/1999(1) | 10/04/2009 | Common Stock | Â | 360,000 | Â | ||
Stock Options(Right to acquire Common Stock) | $ 2.75 | Â | Â | Â | Â | Â | 11/15/1998(2) | 11/15/2007 | Common Stock | Â | 300,000 | Â | ||
Stock Options(Right to acquire Common Stock) | $ 1.1 | Â | Â | Â | Â | Â | 10/01/1997(3) | 10/01/2006 | Common Stock | Â | 550,000 | Â | ||
Pre-paid variable delivery forward contract | $ 0 (6) | Â | Â | Â | Â | Â | 06/06/2005 | 06/06/2005 | Common Stock | Â | 250,000 | Â |
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 |  |  |  |
Edward Tian | 02/04/2005 | |
**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) | 400,000 options were granted on October 4, 1999 and vested on the grant date. Dr. Tian surrendered 40,000 options on January 10, 2001. |
(2) | 300,000 options were granted on November 15, 1997 and vested on an annual schedule of 33%, 33%, 33%, beginning on the first anniversary of the grant date. |
(3) | 600,000 options were granted on October 1, 1996 and vested on an annual schedule of 60%, 30% 10%, beginning on the first anniversary of the grant date. |
(4) | This option is part of a zero-cost collar transaction. |
(5) | Dr. Tian is the optionor of 250,000 call options acquired and beneficially owned by Morgan Stanley & Co. International Limited. |
(6) | See Note 6 on Dr. Tian's Form 4 for June 2002 filed with the SEC on July 10, 2002. |