Edgar Filing: Zhou Peng

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Zhou Peng

2. Issuer Name and Ticker or Trading Symbol
Sino Clean Energy Inc [SCEI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

#1502, BLDG D, WANGZUO INT. CITY BLDG, NO. 3 TANGYUAN ROAD, GAOXIN DISTRICT

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2008

(Street)

XI'AN, SHAANXI PROVINCE, F4 00000

4. If Amendment, Date Original Filed(Month/Day/Year)
01/13/2009

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/25/2008		G		8,000	D	$ 0	2,677,600	D
Common Stock	11/26/2008		G		19,000	D	$ 0	2,658,600	D
Common Stock	11/28/2008		G		5,000	D	$ 0	2,653,600	D
Common Stock	12/01/2008		G		8,000	D	$ 0	2,645,600	D
Common Stock	12/03/2008		G		22,200	D	$ 0	2,623,400	D
Common Stock	12/04/2008		G		5,000	D	$ 0	2,618,400	D
Common Stock	12/05/2008		G		5,900	D	$ 0	2,612,500	D
Common Stock	12/09/2008		G		5,000	D	$ 0	2,607,500	D
Common Stock	12/11/2008		G		5,000	D	$ 0	2,602,500	D
Common Stock	12/12/2008		G		5,000	D	$ 0	2,597,500	D
Common Stock	12/15/2008		G		3,000	D	$ 0	2,594,500	D
Common Stock	12/16/2008		G		10,000	D	$ 0	2,584,500	D
Common Stock	12/18/2008		G		15,000	D	$ 0	2,569,500	D
Common Stock	12/22/2008		G		9,000	D	$ 0	2,560,500	D
Common Stock	12/25/2008		G		4,500	D	$ 0	2,556,000	D
Common Stock	01/12/2009		G		5,000	D	$ 0	2,551,000	D
Common Stock	02/10/2009		G		5,000	D	$ 0	2,546,000	D
Common Stock	02/25/2009		G		5,000	D	$ 0	2,541,000	D
Common Stock	03/02/2009		G		5,000	D	$ 0	2,536,000	D
Common Stock	03/12/2009		G		1,275,500	D	$ 0	1,260,500	D
Common Stock	03/13/2009		G		132,500	D	$ 0	1,128,000	D
Common Stock	03/16/2009		G		12,500	D	$ 0	1,115,500	D
Common Stock	03/19/2009		G		20,000	D	$ 0	1,095,500	D
Common Stock	03/20/2009		G		160,000	D	$ 0	935,500	D
Common Stock	03/30/2009		G		8,000	D	$ 0	927,500	D
Common Stock	05/15/2009		G		35,000	D	$ 0	892,500	D
Common Stock	05/19/2009		G		16,000	D	$ 0	876,500	D
Common Stock	05/26/2009		G		39,000	D	$ 0	837,500	D
Common Stock	05/28/2009		G		51,000	D	$ 0	786,500	D
Common Stock	07/09/2009		G		5,000	D	$ 0	781,500	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zhou Peng #1502, BLDG D, WANGZUO INT. CITY BLDG NO. 3 TANGYUAN ROAD, GAOXIN DISTRICT XI'AN, SHAANXI PROVINCE, F4 00000	X

Signatures

/s/ Peng Zhou		02/10/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
Remarks: The amount of shares beneficially owned set forth in Table I reflect pre-reverse stock split numbers. Mr. Zhou made transfers of his shares of common stock which inadvertently were not filed on a Form 4. In addition, the Form 4 that was filed by Mr. Zhou on January 13, 2009 incorrectly stated the date and number of shares disposed by him as of the date of the filing. As disclosed in Mr. Zhou's Form 4 filed on July 1, 2008, Mr. Zhou received 7,500,000 of Sino Clean Energy Inc.'s common stock as consideration for the sale of his 20% ownership interest in Suo'ang New Energy . Over the period from September 2008 through August 2011, Mr. Zhou transferred, in private transactions as gifts, for no consideration, 6,747,400 of these shares and continued to own 752,600 shares of common stock of the Company. On May 7, 2010, the Company effected a 1-for-10 reverse stock split, as a result of which, Mr. Zhou currently owns 75,260 shares of the Company's common stock.

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