SEC Form 4 · accession 0001144204-17-020124
China United Insurance Service, Inc. · CUII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chuwan Hau Li
Director
Period of report
Feb 13, 2015
Accepted (ET)
Apr 12, 2017 · 11:09 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512927
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2015 | M | 352,166 | — | A | 1,352,166 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (Right to Buy)F1 | — | Feb 13, 2015 | A | 1 | A | Feb 13, 2015 | Aug 13, 2015 | Common Stock | 352,166 | 0 | D |
| Call Option (Right to Buy)F1 | — | Mar 31, 2015 | M | 1 | D | Feb 13, 2015 | Aug 13, 2015 | Common Stock | 352,166 | 0 | D |
| Put Option (Right to Sell)F2 | — | Feb 28, 2016 | A | 1 | A | Feb 28, 2016 | Aug 8, 2016 | Common Stock | 352,166 | 0 | D |
| Put Option (Right to Sell)F2 | — | Aug 8, 2016 | J | 1 | D | Feb 28, 2016 | Aug 8, 2016 | Common Stock | 352,166 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of an acquisition agreement (the "Acquisition Agreement"), on February 13, 2015 the Reporting Person received from the Issuer the right to acquire 352,166 shares of Common Stock of the Issuer in exchange for 352,166 shares of Action Holdings Financial Limited (the "AHFL Shares") to be transferred by the Reporting Person to the Issuer (the "Call Option"). The Acquisition Agreement did not assign a dollar value to the shares of Common Stock, the AHFL Shares, the Call Option or the property transferred by the Reporting Person to the Issuer in the transaction. The Reporting Person exercised the Call Option on March 31, 2015 in exchange for the AHFL Shares.
- F2The Issuer and the Reporting Person amended (the "Amendment") the Acquisition Agreement on February 17, 2016 to provide that if the Issuer did not achieve certain goals by February 28, 2016, the Reporting Person would have the right to put back to the Issuer 352,166 shares of Common Stock of the Issuer in exchange for 352,166 shares of Action Holdings Financial Limited then held by the Issuer (the "Put Option"). The Issuer did not achieve the goals and on February 28, 2016 the Put Option became exercisable by the Reporting Person. On August 8, 2016, the Amendment was subsequently terminated and as a result the Put Option was cancelled with no value received.