SEC Form 4 · accession 0001213900-16-015778
Keyuan Petrochemicals, Inc. · KEYP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Delight Reward Ltd
10% Owner
Period of report
Jul 15, 2016
Accepted (ET)
Aug 11, 2016 · 7:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326396
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF5 | Aug 11, 2016 | C | 5,493,001 | $3.64 | A | 53,051,001 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F2,F3,F4 | $3.75 | Jul 15, 2016 | S | 5,333,340 | A | Sep 28, 2010 | Sep 28, 2014 | Common Stock, par value $0.001 per share | 5,493,001 | 5,333,340 | D |
| Series B Preferred StockF5 | $3.64 | Aug 11, 2016 | C | 5,333,340 | D | Sep 28, 2010 | Sep 28, 2014 | Common Stock, par value $0.001 per share | 5,493,001 | 0 | D |
Explanation of responses
- F1On July 11, 2016, Keyuan Petrochemicals, Inc. (the "Company"), Delight Reward Limited (the "Reporting Person"), Chunfeng Tao and other affiliates of the Company entered into a share purchase and settlement agreement (the "Settlement Agreement") with Dragon State International Limited ("Dragon State") among others, pursuant to which Dragon State agreed to transfer the securities of the Company it owned to the Reporting Person and waive all claims and liabilities that Dragon State or its affiliated companies or individuals had brought or would bring against the Company, the Reporting Person and certain affiliates of the Company for an aggregate consideration of RMB 18 million or equivalent U.S. dollars. The Settlement Agreement provided that the purchase price for the transfer of the securities pursuant to the Settlement Agreement was RMB 12 million.
- F2Dragon State had purchased from the Company in September 2010 for an aggregate price of $20 million, 5,333,334 shares of Series B preferred stock, par value $0.001 per share (the "Series B Shares"), convertible to a certain number of shares of Common Stock (the Common Stock that are convertible from the Series B Shares, the "Convertible Shares"), together with 800,001 series C warrants to purchase 800,001 shares of the Company's Common Stock at a price of $4.50 per share (subject to adjustments) and 800,001 series D warrants to purchase 800,001 shares of the Company's Common Stock at a price of $5.25 per share (subject to adjustments, together, the "Warrants") in a private placement in reliance upon the exemption from securities registration afforded by Regulation S as promulgated under the Securities Act of 1933, as amended.
- F3Under the original terms of the Series B Shares, the Series B Shares would automatically expire and convert into shares of Common Stock on the third anniversary of the issuance subject to satisfaction of certain requirements. On September 24, 2013, Dragon State and the Company amended the terms of the Series B Shares to extend the expiration date from September 28, 2013 to September 28, 2014.
- F4On October 28, 2014, Dragon State filed a complaint against, among others, the Company and Mr. Chunfeng Tao, seeking rescission of the securities purchase agreement dated September 28, 2010, and the return of $20 million, and in the alternative, seeking monetary damages to be determined at a trial but not less than $20 million (the "Complaint"). In connection with the Complaint, a consent order was issued by the District Court for the Southern District of New York whereby the Company and Mr. Chunfeng Tao agreed that the expiration date of the Series B Shares should be tolled pending the resolution of the Complaint. On July 21, 2016, the Complaint was dismissed by the District Court for the Southern District of New York in connection with the execution of the Settlement Agreement. While there is uncertainty with respect to whether the requirements of automatic conversion of the Series B Shares were satisfied, the Series B Shares were electively converted on August 11, 2016.
- F5In connection with the execution of the Settlement Agreement and the payment subsequently made by the Company to Dragon State thereunder, on August 4, 2016, the Reporting Person entered into a side agreement with the Company (the "Side Agreement"). Under the Side Agreement, the Reporting Person agreed not to claim, or attempt to claim for any reason and in any circumstance, that the Warrants are exercisable, and pay to the Company for each Convertible Share the highest sale price of the Company's Common Stock per share as reported on the OTC Pink Marketplace during a period commencing on the date of the Settlement Agreement, which was $0.005 per share of Common Stock, for an aggregate purchase price of $27,465.01. On August 8, 2016, these funds were taken from cash on hand. On August 11. 2016, the Series B Shares were electively converted into 5,493,001 shares of Common Stock.