organization · Reporting owner
MSPEA MODIFIED PLASTICS HOLDING LTD
Disclosed activity across 1 company
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Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| China XD Plastics Co LtdCXDC · Entity 11946 | 10% owner · See Explanation of Responses | September 30, 2019 | October 09, 2019 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
China XD Plastics Co Ltd
Report date September 30, 2019 · Filed October 09, 2019
Jointly reported with MORGAN STANLEY, MS HOLDINGS INC, MORGAN STANLEY PRIVATE EQUITY ASIA III, INC., MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C., North Haven Private Equity Asia III, L.P., North Haven Private Equity Asia Employee Investors III, L.P., MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnotes | 16,000,000 |
Reported balance
After 2019-09-30 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2019-09-30 · Grant · Acquired 16,000,000 · Balance 16,000,000 F1: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F3: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F2: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F5: (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization. |
| Series D Jr. Convertible Preferred Stock, par value $0.0001SEC Table II · derivative / convertible security · Expires 2022-01-01 | IndirectSee Footnotes | 0 |
Reported balance
After 2019-09-30 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2019-09-30 · Conversion · Disposed 16,000,000 · Balance 0 F3: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F1: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F5: (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization. |
Filing footnotes · ownership attribution and instrument terms
F1: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons").
F2: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA.
F3: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019.
F4: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
F5: (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 30, 2019 Filed Oct 9, 2019 20:04 UTC | China XD Plastics Co Ltd CXDC · Entity 11946 | ConversionSeries D Jr. Convertible Preferred Stock, par value $0.0001 · Derivative | 16,000,000 | $6.25 | $100,000,000.00 |
DisclosureSEC source: 0000950142-19-002046 · es1901130_4-cxdc.xml · derivative · entry 2 MORGAN STANLEY · CIK 0000895421 · 10% owner · See Explanation of Responses MS HOLDINGS INC · CIK 0001522719 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, INC. · CIK 0001522733 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C. · CIK 0001522732 · 10% owner · See Explanation of Responses North Haven Private Equity Asia III, L.P. · CIK 0001402299 · 10% owner · See Explanation of Responses North Haven Private Equity Asia Employee Investors III, L.P. · CIK 0001425447 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD · CIK 0001522731 · 10% owner · See Explanation of Responses MSPEA MODIFIED PLASTICS HOLDING LTD · CIK 0001524980 · 10% owner · See Explanation of Responses Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 16,000,000 shares Expires 2022-01-01 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · derivative.exercise_price: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F3 · date: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · date: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F3 · price: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · price: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F3 · derivative.exercise_date: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · derivative.exercise_date: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F3 · derivative.expiration_date: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · derivative.expiration_date: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F1 · ownership.nature: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2 · ownership.nature: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F3 · ownership.nature: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · ownership.nature: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F5 · ownership.nature: (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization. Read SEC document |
| September 30, 2019 Filed Oct 9, 2019 20:04 UTC | China XD Plastics Co Ltd CXDC · Entity 11946 | GrantCommon Stock | 16,000,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-19-002046 · es1901130_4-cxdc.xml · nonDerivative · entry 1 MORGAN STANLEY · CIK 0000895421 · 10% owner · See Explanation of Responses MS HOLDINGS INC · CIK 0001522719 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, INC. · CIK 0001522733 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C. · CIK 0001522732 · 10% owner · See Explanation of Responses North Haven Private Equity Asia III, L.P. · CIK 0001402299 · 10% owner · See Explanation of Responses North Haven Private Equity Asia Employee Investors III, L.P. · CIK 0001425447 · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD · CIK 0001522731 · 10% owner · See Explanation of Responses MSPEA MODIFIED PLASTICS HOLDING LTD · CIK 0001524980 · 10% owner · See Explanation of Responses Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 16,000,000 F1 · date: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F3 · price: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · price: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F1 · ownership.nature: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2 · ownership.nature: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F3 · ownership.nature: (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019. F4 · ownership.nature: (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F5 · ownership.nature: (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization. Read SEC document |
| January 24, 2014 Filed Feb 17, 2017 21:45 UTC | China XD Plastics Co Ltd CXDC · Entity 11946 | GrantSeries D Jr. Convertible Preferred Stock, par value $0.0001 · Derivative | 16,000,000 | Not disclosed Strike: $6.25 | Not disclosed |
DisclosureSEC source: 0000950142-17-000394 · es1700308_4-cxdc.xml · derivative · entry 2 MORGAN STANLEY · CIK 0000895421 · Director · 10% owner · See Explanation of Responses MS HOLDINGS INC · CIK 0001522719 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, INC. · CIK 0001522733 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C. · CIK 0001522732 · Director · 10% owner · See Explanation of Responses North Haven Private Equity Asia III, L.P. · CIK 0001402299 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III LP · CIK 0001425447 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD · CIK 0001522731 · Director · 10% owner · See Explanation of Responses MSPEA MODIFIED PLASTICS HOLDING LTD · CIK 0001524980 · Director · 10% owner · See Explanation of Responses Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 16,000,000 Underlying: Common Stock · 16,000,000 shares Expires 2019-02-04 F7 · derivative.exercise_price: The conversion price is $6.25 per share. The conversion price is subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. F8 · derivative.exercise_price: (cont'd from FN7) If the Issuer issues or sells any shares of Common Stock at a price ("New Issue Price") below the conversion price then in effect, MSPEA has the right to purchase from XD Engineering Plastics Company Limited ("XD") or Mr. Jie Han, another stockholder of the Issuer, certain number of shares of Common Stock to make MSPEA whole with respect to what it should have received from the Issuer if all outstanding shares of the Preferred Shares held by it are converted at the New Issue Price. XD granted a security interest to MSPEA in 16,000,000 shares of Common Stock of the Issuer that it owns. These shares of Common Stock serve as collateral for the obligations of XD and Mr. Jie Han to transfer shares of Common Stock to MSPEA, comply with restrictions on transfer of their shares of Common Stock, as well as perform their other obligations to MSPEA. F9 · derivative.exercise_price: (cont'd from FN8) The maximum number of shares of Common Stock that MSPEA may receive upon, or in connection with, conversion of the Preferred Shares (including shares of Common Stock delivered by the Issuer and shares of Common Stock transferred by XD and Mr. Jie Han) may not exceed 33% of the shares of Common Stock outstanding as of September 28, 2011 on a fully-diluted basis. MSPEA has the right to require the Issuer to redeem the Preferred Shares upon specified triggering events at a redemption price that will provide MSPEA with an internal rate of return of 15% on its investment in the Preferred Shares. F5 · kind: The two reported transactions involved an amendment of the terms of the outstanding Preferred Shares, resulting in a deemed cancellation of the "old" Preferred Shares and the issuance of replacement Preferred Shares. The Preferred Shares were originally issued on September 28, 2011. On September 28, 2011, MSPEA's nominees to the Issuer's board of directors, Mr. Eddy Huang and Mr. Jun Xu became two of the Issuer's directors. By virtue of Mr. Eddy Huang and Mr. Jun Xu being the Issuer's directors, each of the Reporting Persons was a director by deputization at the time of the issuance of the "old" Preferred Shares. F5 · price: The two reported transactions involved an amendment of the terms of the outstanding Preferred Shares, resulting in a deemed cancellation of the "old" Preferred Shares and the issuance of replacement Preferred Shares. The Preferred Shares were originally issued on September 28, 2011. On September 28, 2011, MSPEA's nominees to the Issuer's board of directors, Mr. Eddy Huang and Mr. Jun Xu became two of the Issuer's directors. By virtue of Mr. Eddy Huang and Mr. Jun Xu being the Issuer's directors, each of the Reporting Persons was a director by deputization at the time of the issuance of the "old" Preferred Shares. F6 · derivative.exercise_date: The Preferred Shares may be converted into Common Stock at any time at the election of either the Reporting Persons or the Issuer. The Preferred Shares that remain not converted will convert into Common Stock automatically on February 4, 2019. F1 · ownership.nature: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership ("MS LP"), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("MS Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2 · ownership.nature: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both MS LP and MS Employee. MS LP holds 92.13% of MSPEA Holdings and MS Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F3 · ownership.nature: (cont'd from FN2) MSPEA is the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. MS Parent may be deemed to beneficially own the Preferred Shares beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F4 · ownership.nature: (cont'd from FN3) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any such Preferred Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Mr. Jun Xu, were two of the Issuer's directors on January 24, 2014. By virtue of Mr. Homer Sun and Mr. Jun Xu, being the Issuer's directors, each of the Reporting Persons was a director by deputization. F6 · ownership.nature: The Preferred Shares may be converted into Common Stock at any time at the election of either the Reporting Persons or the Issuer. The Preferred Shares that remain not converted will convert into Common Stock automatically on February 4, 2019. Read SEC document |
| January 24, 2014 Filed Feb 17, 2017 21:45 UTC | China XD Plastics Co Ltd CXDC · Entity 11946 | Disposition to issuerSeries D Jr. Convertible Preferred Stock, par value $0.0001 · Derivative | 16,000,000 | Not disclosed Strike: $6.25 | Not disclosed |
DisclosureSEC source: 0000950142-17-000394 · es1700308_4-cxdc.xml · derivative · entry 1 MORGAN STANLEY · CIK 0000895421 · Director · 10% owner · See Explanation of Responses MS HOLDINGS INC · CIK 0001522719 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, INC. · CIK 0001522733 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C. · CIK 0001522732 · Director · 10% owner · See Explanation of Responses North Haven Private Equity Asia III, L.P. · CIK 0001402299 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III LP · CIK 0001425447 · Director · 10% owner · See Explanation of Responses MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD · CIK 0001522731 · Director · 10% owner · See Explanation of Responses MSPEA MODIFIED PLASTICS HOLDING LTD · CIK 0001524980 · Director · 10% owner · See Explanation of Responses Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 16,000,000 shares Expires 2014-09-28 F7 · derivative.exercise_price: The conversion price is $6.25 per share. The conversion price is subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. F8 · derivative.exercise_price: (cont'd from FN7) If the Issuer issues or sells any shares of Common Stock at a price ("New Issue Price") below the conversion price then in effect, MSPEA has the right to purchase from XD Engineering Plastics Company Limited ("XD") or Mr. Jie Han, another stockholder of the Issuer, certain number of shares of Common Stock to make MSPEA whole with respect to what it should have received from the Issuer if all outstanding shares of the Preferred Shares held by it are converted at the New Issue Price. XD granted a security interest to MSPEA in 16,000,000 shares of Common Stock of the Issuer that it owns. These shares of Common Stock serve as collateral for the obligations of XD and Mr. Jie Han to transfer shares of Common Stock to MSPEA, comply with restrictions on transfer of their shares of Common Stock, as well as perform their other obligations to MSPEA. F9 · derivative.exercise_price: (cont'd from FN8) The maximum number of shares of Common Stock that MSPEA may receive upon, or in connection with, conversion of the Preferred Shares (including shares of Common Stock delivered by the Issuer and shares of Common Stock transferred by XD and Mr. Jie Han) may not exceed 33% of the shares of Common Stock outstanding as of September 28, 2011 on a fully-diluted basis. MSPEA has the right to require the Issuer to redeem the Preferred Shares upon specified triggering events at a redemption price that will provide MSPEA with an internal rate of return of 15% on its investment in the Preferred Shares. F5 · kind: The two reported transactions involved an amendment of the terms of the outstanding Preferred Shares, resulting in a deemed cancellation of the "old" Preferred Shares and the issuance of replacement Preferred Shares. The Preferred Shares were originally issued on September 28, 2011. On September 28, 2011, MSPEA's nominees to the Issuer's board of directors, Mr. Eddy Huang and Mr. Jun Xu became two of the Issuer's directors. By virtue of Mr. Eddy Huang and Mr. Jun Xu being the Issuer's directors, each of the Reporting Persons was a director by deputization at the time of the issuance of the "old" Preferred Shares. F5 · price: The two reported transactions involved an amendment of the terms of the outstanding Preferred Shares, resulting in a deemed cancellation of the "old" Preferred Shares and the issuance of replacement Preferred Shares. The Preferred Shares were originally issued on September 28, 2011. On September 28, 2011, MSPEA's nominees to the Issuer's board of directors, Mr. Eddy Huang and Mr. Jun Xu became two of the Issuer's directors. By virtue of Mr. Eddy Huang and Mr. Jun Xu being the Issuer's directors, each of the Reporting Persons was a director by deputization at the time of the issuance of the "old" Preferred Shares. F6 · derivative.exercise_date: The Preferred Shares may be converted into Common Stock at any time at the election of either the Reporting Persons or the Issuer. The Preferred Shares that remain not converted will convert into Common Stock automatically on February 4, 2019. F1 · ownership.nature: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership ("MS LP"), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("MS Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2 · ownership.nature: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both MS LP and MS Employee. MS LP holds 92.13% of MSPEA Holdings and MS Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F3 · ownership.nature: (cont'd from FN2) MSPEA is the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. MS Parent may be deemed to beneficially own the Preferred Shares beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F4 · ownership.nature: (cont'd from FN3) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any such Preferred Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Mr. Jun Xu, were two of the Issuer's directors on January 24, 2014. By virtue of Mr. Homer Sun and Mr. Jun Xu, being the Issuer's directors, each of the Reporting Persons was a director by deputization. F6 · ownership.nature: The Preferred Shares may be converted into Common Stock at any time at the election of either the Reporting Persons or the Issuer. The Preferred Shares that remain not converted will convert into Common Stock automatically on February 4, 2019. Read SEC document |
| September 28, 2011 Filed Sep 30, 2011 14:02 UTC | China XD Plastics Co Ltd CXDC · Entity 11946 | GrantSeries D Jr. Convertible Preferred Stock, par value $0.0001 · Derivative | 16,000,000 | $6.25 Strike: $0.00 | $100,000,000.00 |
DisclosureSEC source: 0000950142-11-001676 · es1100709_form4-mscxdc.xml · derivative · entry 1 MORGAN STANLEY · CIK 0000895421 · Director · 10% owner · See explanation of responses MS HOLDINGS INC · CIK 0001522719 · Director · 10% owner · See explanation of responses MORGAN STANLEY PRIVATE EQUITY ASIA III, INC. · CIK 0001522733 · Director · 10% owner · See explanation of responses MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C. · CIK 0001522732 · Director · 10% owner · See explanation of responses MORGAN STANLEY PRIVATE EQUITY ASIA III LP · CIK 0001402299 · Director · 10% owner · See explanation of responses MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III LP · CIK 0001425447 · Director · 10% owner · See explanation of responses MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD · CIK 0001522731 · Director · 10% owner · See explanation of responses MSPEA MODIFIED PLASTICS HOLDING LTD · CIK 0001524980 · Director · 10% owner · See explanation of responses Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 16,000,000 Underlying: Common Stock · 16,000,000 shares Expires 2014-09-28 F6 · price: The conversion price is $6.25 per share. The conversion price is subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Following the filing with the Securities and Exchange Commission of the audited financial statements of the Issuer for each of the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013 respectively, if the consolidated net income of the Issuer (after all charges and provisions for taxes and adjusted to exclude certain mutually agreed excluded items) falls short of a certain specified level, respectively, then MSPEA has the right to elect to purchase from either (i) XD. Engineering Plastics Company Limited ("XD"), a stockholder of the Issuer, and/or Mr. Jie Han, another stockholder of the Issuer, or (ii) the Issuer, certain number of shares of Common Stock at par value. F7 · price: (cont'd from FN6) If the Issuer issues or sells any shares of Common Stock at a price ("New Issue Price") below the conversion price then in effect, MSPEA has the right to purchase from XD or Mr. Jie Han certain number of shares of Common Stock to make MSPEA whole with respect to what it should have received from the Issuer if all outstanding shares of the Series D Preferred Stock held by it are converted at the New Issue Price. XD granted a security interest to MSPEA in 16,000,000 shares of Common Stock of the Issuer that it currently owns. These shares of Common Stock serve as collateral for the obligations of XD and Mr. Jie Han to transfer shares of Common Stock to MSPEA, comply with restrictions on transfer of their shares of Common Stock, as well as perform their other obligations to MSPEA. F8 · price: (cont'd from FN7) The maximum number of shares of Common Stock that MSPEA may receive upon, or in connection with, conversion of the Preferred Shares (including shares of Common Stock delivered by the Issuer and shares of Common Stock transferred by XD and Mr. Jie Han) may not exceed 33% of the shares of Common Stock outstanding as of September 28, 2011 on a fully-diluted basis. F9 · price: (cont'd from FN8) MSPEA has the right to require the Issuer to redeem the Preferred Shares upon specified triggering events at a redemption price that will provide MSPEA with an internal rate of return of 15% on its investment in the Preferred Shares. MSPEA also has the right to require the Issuer to redeem the Preferred Shares if the Issuer fails to meet specified profit targets, at a redemption price that will provide MSPEA with an internal rate of return of 15% on its investment in the Preferred Shares. F5 · derivative.exercise_date: The Preferred Shares may be converted into Common Stock at any time on or after January 1, 2012 at the holder's election. The Preferred Shares that remain not converted will convert into Common Stock automatically on the 3rd anniversary of the issuance, which will be on September 28, 2014. F1 · ownership.nature: This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership ("MS LP"), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("MS Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons"). F2 · ownership.nature: (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both MS LP and MS Employee. MS LP holds 92.13% of MSPEA Holdings and MS Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. F3 · ownership.nature: (cont'd from FN2) MSPEA is the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. MS Parent may be deemed to beneficially own the Preferred Shares beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). F4 · ownership.nature: (cont'd from FN3) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any such Preferred Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. MSPEA has affirmed the appointment of its nominees to the Issuer's board of directors, Mr. Eddy Huang and Mr. Jun Xu, who became two of the Issuer's directors on September 28, 2011. By virtue of Mr. Eddy Huang and Mr. Jun Xu, being the Issuer's directors, each of the Reporting Persons is a director by deputization. F5 · ownership.nature: The Preferred Shares may be converted into Common Stock at any time on or after January 1, 2012 at the holder's election. The Preferred Shares that remain not converted will convert into Common Stock automatically on the 3rd anniversary of the issuance, which will be on September 28, 2014. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.