SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
MCCARTHY KENT C

(Last) (First) (Middle)
5410 WEST 61ST PLACE, SUITE 100

(Street)
MISSION KS 66205

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2009
3. Issuer Name and Ticker or Trading Symbol
China Cord Blood Corp [ CNDZF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Mbr 13(d) grp own 10% plus
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 2,858,651 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 06/30/2009 12/15/2010 Common Stock, par value $0.0001 4,822,867 5 I See footnote(1)
Explanation of Responses:
1. See Exhibit 99.1 -- Explanation of Responses to Table I, Item 4 and Table II, Item 6.
Remarks:
/s/ Kent C. McCarthy 08/11/2009
** 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 5 (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
Exhibit 99.1

Explanation of Responses to Table I, Item 4 and Table II, Item 6

(1)  Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk China Fund (Cayman), Ltd.  Jayhawk China Fund (Cayman), Ltd. directly and solely owns 2,858,651 shares and 203,000 warrants.  As a result, Mr. McCarthy and Jayhawk Capital Management, LLC indirectly beneficially own 2,858,651 shares and 203,000 warrants.  Kent C. McCarthy is also 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 4,791,067 warrants.  As a result, Mr. McCarthy, Jayhawk Private Equity, LLC and Jayhawk Private Equity GP II, L.P. each indirectly beneficially own 4,791,067 warrants.  As a result of being the manager of Jayhawk Capital Management, LLC and Jayhawk Private Equity, LLC, Kent C. McCarthy indirectly beneficially owns an aggregate of 2,858,651 shares and 4,822,867 warrants.  Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person’s pecuniary interest therein.