Edgar Filing: BEKEM METALS INC

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 ^*

Kudabayev Yermek

2. Issuer Name and Ticker or Trading Symbol
BEKEM METALS INC [BKMM]

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

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

(Last)

(First)

(Middle)

170 TCHAIKOVSKY STREET, 4TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2007

(Street)

ALMATY, 1P 050000

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2007		A		95,857 ⁽¹⁾	A	$ 0 ⁽¹⁾	383,429 ⁽¹⁾	D

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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
Kudabayev Yermek 170 TCHAIKOVSKY STREET 4TH FLOOR ALMATY, 1P 050000			Chief Financial Officer

Signatures

/s/ Yermek Kudabayev		04/13/2007
^**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)	As disclosed on Form 3 filed by Mr. Kudabayev on April 2, 2007, on October 20, 2006, the board of directors of Bekem Metals, Inc., awarded a restricted stock grants in the amount of 383,429 to Mr. Kudabayev. The award to Mr. Kudabayev is contingent upon his performance in his role as Chief Financial Officer of the Company and vests over three years from his date of hire. On April 7, 2007, 95,857 shares of the restricted stock grant vested to Mr. Kudabayev. Mr. Kudabayev has the right to vote, receive dividends and enjoys all other rights of ownership over the entire 383,429 shares included in the restricted stock grant. He does not, however, have the right to dispose of, encumber or otherwise directly or indirectly profit or share in any profit derived from a transaction in the 287,572 shares that have not yet vested, nor will he have the right to do so until he has satisfied the applicable vesting requirements associated with those shares. (continued below)
Remarks: The 287,572 shares will only vest to Mr. Kudabayev if he is employed by the Company on the applicable vesting dates. Any unvested shares at the time his employment with the Company ceases, for any reason, shall be forfeited back to the Company.

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