SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
China Cord Blood Corp
[ CNDZF ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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|
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3. Date of Earliest Transaction
(Month/Day/Year)
12/17/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, par value $0.0001 per share |
12/17/2009 |
|
P |
|
186,000 |
A |
$5.9758
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3,206,351 |
I |
See Footnote
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| Common Stock, par value $0.0001 per share |
12/17/2009 |
|
P |
|
175,000 |
A |
$6.0224
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3,381,351 |
I |
See Footnote
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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 |
| Warrants |
$5
|
12/17/2009 |
|
P |
|
167,000 |
|
12/17/2009 |
12/15/2010 |
Common Stock |
167,000 |
$1.6191
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7,698,717 |
I |
See Footnote
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ Kent C. McCarthy |
12/29/2009 |
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/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC |
12/29/2009 |
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/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC, which is the general partner of Jayhawk Private Equity GP II, L.P. |
12/29/2009 |
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/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC, which is the general partner of Jayhawk Private Equity GP II, L.P., which is the general partner of Jayhawk Private Equity Fund II, L.P. |
12/29/2009 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
Unassociated Document
EX-99.1
2
Explanation
of Responses to Table I, Item 7 and Table II, Item 11
(1) Kent
C. McCarthy is the manager of Jayhawk Private Equity, LLC, which is the general
partner of Jayhawk Private Equity GP II, L.P. Jayhawk Private Equity
GP II, L.P. is the general partner of Jayhawk Private Equity Fund II,
L.P. Jayhawk Private Equity Fund II, L.P. directly and solely owns
361,000 shares of common stock and 7,495,717 warrants of the issuer reported on
this form. As a result, Mr. McCarthy, Jayhawk Private Equity, LLC and
Jayhawk Private Equity GP II, L.P. each indirectly beneficially own the 361,000
shares of common stock and 7,495,717 warrants of the issuer reported on this
form. Kent C. McCarthy is also the manager of Jayhawk Capital
Management, LLC, which is the investment manager of Jayhawk China Fund (Cayman),
Ltd. Jayhawk China Fund (Cayman) directly and solely owns 3,020,351
shares of common stock and 203,000 warrants of the issuer reported on this
form. As a result, Mr. McCarthy and Jayhawk Capital Management, LLC
each indirectly beneficially owns 3,020,351 shares of common stock and 203,000
warrants of the issuer reported on this form. In the aggregate, Mr.
McCarthy indirectly beneficially owns the 3,381,351 shares of common stock and
7,698,717 warrants of the issuer reported on this form. Each
reporting person disclaims beneficial ownership of the reported securities
except to the extent of such reporting person's pecuniary interest
therein.
