| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
China Logistics Group Inc [ CHLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/27/2008 | J(1) | 4,104,918 | A | $0.84 | 4,417,418(2) | I | See Exhibit 99.1 | ||
| Common Stock | 04/16/2010 | J(1) | 800,000 | A | $0.009 | 5,217,418 | I | See Exhibit 99.1 | ||
| Common Stock | 11/22/2010 | S | 10,000 | D | $0.15 | 5,207,418 | I | See Exhibit 99.1 | ||
| Common Stock | 02/18/2011 | S | 175,000 | D | $0.15 | 5,032,418 | I | See Exhibit 99.1 | ||
| Common Stock | 03/01/2011 | S | 210,082 | D | $0.15 | 4,822,336 | I | See Exhibit 99.1 | ||
| Common Stock | 01/09/2013 | S | 200,000 | D | $0.065 | 4,622,336 | I | See Exhibit 99.1 | ||
| Common Stock | 01/10/2013 | S | 60,000 | D | $0.0751 | 4,562,336 | I | See Exhibit 99.1 | ||
| Common Stock | 01/10/2013 | S | 155,082 | D | $0.0561 | 4,407,254 | I | See Exhibit 99.1 | ||
| Common Stock | 01/15/2013 | S | 384,918 | D | $0.06 | 4,022,336 | I | See Exhibit 99.1 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (4) | 01/16/2013 | J(3) | 450,000(3) | (3) | (5) | Common Stock | 4,500,000 | (1) | 450,000 | I | Capital One Resources Co. Ltd. | |||
| Class A Warrants (right to buy) | $0.2 | 04/18/2008 | J | 200,000 | (6) | 04/13/2013 | Common Stock | 200,000 | $0.41 | 200,000 | I | China Direct Investments, Inc. | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares received by Reporting Person as compensation from the Issuer. |
| 2. Amounts do not give effect to a 1 for 40 reverse stock split of the Issuer's common stock effective on March 11, 2008 (the "Reverse Stock Split"). All subsequent share amounts give effect to the Reverse Stock Split. |
| 3. On January 16, 2013, Capital One Resources Co., Ltd. is no longer a 10% owner of the Issuer as a result of a January 16, 2013 amendment to the Issuer's Series B convertible preferred stock which limits Capital One's right to convert the Series B Convertible Stock if such conversion would result in beneficial ownership by Capital One and its affiliates of more than 9.99% of the outstanding shares of the Issuer's common stock (after taking into account the shares to be issued to Capital One upon such conversion). Consequently, as of January 16, 2013, 4,500,000 shares of the Issuer's common stock have been excluded from the calculation of beneficial ownership of the Reporting Person's ownership of the Company. |
| 4. Each share of the Series B Convertible Preferred Stock converts into 10 share of Common Stock. |
| 5. None |
| 6. Immediate |
| Remarks: |
| /s/ Yuejian (James) Wang (See signatures of other Reporting | 01/29/2013 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||