SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DING JAMES

(Last)

(First)

(Middle)

4/F ZHONGDIAN INFORMATION TOWER

6 ZHONGGUANCUN SOUTH ST., HAIDIAN DIST.

(Street)

BEIJING

100086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASIAINFO HOLDINGS INC [ ASIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/24/2007		S⁽⁷⁾		234,600	D	$7.93	1,285,229	D
Common Stock								246,000	I	In New Media China Investment I, Ltd., which is beneficially owned by James Ding
Common Stock								86,947	I	In a grantor retained annuity trust for the benefit of James Ding and his family

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to acquire Common Stock)	$2.75							11/15/1998⁽¹⁾	11/15/2007	Common Stock	300,000		300,000	D
Stock Options (Right to acquire Common Stock)	$7.6							10/04/1999	10/04/2009	Common Stock	345,000		345,000	D
Stock Options (Right to acquire Common Stock)	$4.03							08/15/2003⁽²⁾	08/15/2012	Common Stock	200,000		200,000	D
Pre-paid variable delivery forward contract⁽³⁾	$0⁽⁴⁾⁽⁵⁾	01/24/2007		J⁽⁷⁾			250,000	01/24/2007	01/24/2007	Common Stock	250,000	$0	0	D
Restricted Stock Units (right to acquire common stock)	$0							12/26/2006⁽⁶⁾	12/26/2009	Common Stock	3,750		3,750	D

Explanation of Responses:

1. Options were granted on November 15, 1997, and vested on an annual schedule of 30%, 30% and 40%, beginning on the first anniversary of the grant date.

2. 200,000 stock options with an exercise price of $4.03 were granted on August 15, 2002. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on November 15, 2004 and ending on August 15, 2006.

3. Obligation to sell Common Stock.

4. Mr. Ding entered into a pre-paid variable delivery forward transaction with Morgan Stanley & Co. International Limited. In exchange for a purchase price of $1,495,000, which will be paid on July 29, 2003, Mr. Ding acquired an obligation to deliver on January 29, 2007, either (i) up to 250,000 shares (the "Base Amount") of Common Stock or, at the option of Mr. Ding, (ii) the cash equivalent of such shares. The exact number of shares of Common Stock that Mr. Ding will be required to deliver will be determined on January 24, 2007 (the "Settlement Date").

5. On the Settlement Date, if the arithmetic mean of the closing bid price and the closing offer price (the "Settlement Price") of the Common Stock is less than or equal to $7.4417 (the "Floor Price"), Mr. Ding shall be obligated to deliver 250,000 shares of Common Stock. If the Settlement Price is greater than the Floor Price but less than $12.4028 (the "Ceiling Price"), Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the product of (i) the Base Amount and (ii) the quotient of the Floor Price divided by the Settlement Price. If the Settlement Price is greater than or equal to the Ceiling Price, Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the difference of 1 minus the quotient of (i) the difference of the Ceiling Price minus the Floor Price, divided by (ii) the Settlement Price.

6. 5,000 restricted stock units were granted on December 26, 2005 and vest on an annual schedule of 25% each, beginning on the first anniversary of the grant date. Upon each vesting, one share of common stock shall be issuable for each restricted stock units on such vest date.

7. On January 24, 2007, Mr. Ding delivered 234,600 shares to Morgan Stanley & Co. International Limited ("MS") pursuant to a pre-paid variable delivery forward transaction involving delivery of up to 250,000 shares entered into by Mr. Ding and MS on July 25, 2003 and the Notice of Expiry and Settlement Pre-paid Variable Delivery Forward dated on February 2, 2007, which set the number of final delivery shares as 234,600.

	/s/ James Ding	03/09/2007
	** 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 4 (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).
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