SEC Form 3 · accession 0001213900-18-002280
GD Culture Group Ltd · GDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chuanliu Ni
Officer — Co-Chair & CEO · Director
Period of report
Feb 6, 2018
Accepted (ET)
Feb 26, 2018 · 1:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001641398
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 503,968 | I | By Eastham Global Holdings Limited |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person acquired these shares pursuant to the Share Exchange Agreement made and entered into as of August 28, 2017 by and among: (i) JM Global Holding Company, a Delaware corporation; (ii) Zhong Hui Holding Limited, a Republic of Seychelles registered company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement; (iii) China Sunlong Environmental Technology, Inc., a Cayman Islands business company with limited liability; (iv) each of the shareholders of the Company named on Annex I of the Share Exchange Agreement; and (v) Chuanliu Ni, a Chinese citizen who is the Chief Executive Officer and director of the Company, in the capacity as the representative for the Sellers in accordance with the terms and conditions of the Share Exchange Agreement.
- F2These shares were issued to Eastham Global Holdings Limited. As a result of certain contractual arrangements between Chuanliu Ni and Ruran Ni, who is Chuanliu Ni's daughter and the sole shareholder of Eastham Global Holdings Limited, Chuanliu Ni may be deemed as the beneficial owner of these shares.