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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036 |
See Remarks Below |
/s/ Dennine Bullard, Authorized Signatory | 08/17/2018 | |
**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) | Morgan Stanley and Mr. Hanlin Chen submitted a notice of withdrawal to the special committee of the board of directors of the Issuer on August 16, 2018, which notified the Issuer that such parties had determined to withdraw the preliminary non-binding proposal (the "Proposal") to acquire all outstanding shares of common stock of the Company not owned by the Mr. Hanlin Chen and his affiliates, including Wiselink Holdings Limited, a company controlled by Mr. Hanlin Chen, and Ms. Liping Xie, his wife, in a going-private transaction, with immediate effect. |
(2) | Morgan Stanley may be deemed to beneficially own 2,804 shares of Common Stock (the "Reporting Units Shares") held by its operating units (collectively, the "MS Reporting Units"). In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by the MS Reporting Units of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS Group"). This filing does not reflect securities, if any, beneficially owned by any affiliates or operating units of MS Group whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by MS Group that it is the beneficial owner of any of such Reporting Units Shares beneficially owned by (i) any client accounts with respect to which the MS Reporting Units or (continued in footnote 3) |
(3) | their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the MS Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the MS Reporting Units, for purposes of Section 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
Remarks: Upon withdrawal of the Proposal, Morgan Stanley and Mr. Hanlin Chen have ceased to be considered members of a group for purposes of Rule 16a (1) under the Securities Exchange Act of 1934. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by Morgan Stanley that it is the beneficial owner of any of such Common Stocks for purposes of Section 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. |