Edgar Filing: CHINA MARINE FOOD GROUP LTD

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 ^*

MCCARTHY KENT C

2. Issuer Name and Ticker or Trading Symbol
CHINA MARINE FOOD GROUP LTD [CMFO]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member 13(d) group owning >10%

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

(Street)

INCLINE VILLAGE, NV 89451

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	07/01/2010		P		42,335	A	$ 4.1184	3,162,397	I	See Explanation of Responses to Table I, Item 7. ⁽¹⁾
Common Stock	07/01/2010		P		2,665	A	$ 4.1184	3,165,062	I	See Explanation of Responses to Table I, Item 7. ⁽²⁾

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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
MCCARTHY KENT C 930 TAHOE BLVD., 802-281 INCLINE VILLAGE, NV 89451		X		Member 13(d) group owning >10%
JAYHAWK CAPITAL MANAGEMENT, L.L.C. 930 TAHOE BLVD., 802-281 INCLINE VILLAGE, NV 89451		X		13(d) group owning > 10%
JAYHAWK PRIVATE EQUITY GP, L.P. 930 TAHOE BLVD., 802-281 INCLINE VILLAGE, NV 89451		X		13(d) group owning > 10%
JAYHAWK PRIVATE EQUITY FUND L P 930 TAHOE BLVD., 802-281 INCLINE VILLAGE, NV 89451		X		13(d) group owning > 10%
Jayhawk Private Equity Co Invest Fund LP 930 TAHOE BLVD., 802-281 INCLINE VILLAGE, NV 89451				13(d) group owning > 10%

Signatures

/s/ Kent C. McCarthy		07/02/2010
^**Signature of Reporting Person		Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC		07/02/2010
^**Signature of Reporting Person		Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P		07/02/2010
^**Signature of Reporting Person		Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Fund, L.P.		07/02/2010
^**Signature of Reporting Person		Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P.		07/02/2010
^**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).
(1)	Explanation of Responses to Table I, Item 7: Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Fund, L.P. Jayhawk Private Equity Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
(2)	Explanation of Responses to Table I, Item 7: Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. Jayhawk Private Equity Co-Invest Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.

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