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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Kudabayev Yermek (Last) (First) (Middle) 170 TCHAIKOVSKY STREET 4TH FLOOR (Street) ALMATY 1P 050000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/07/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2007		A		95,857(1)	A	$0(1)	383,429(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As disclosed on Form 3 filed by Mr. Kudabayev on April 2, 2007, on October 20, 2006, the board of directors of Bekem Metals, Inc., awarded a restricted stock grants in the amount of 383,429 to Mr. Kudabayev. The award to Mr. Kudabayev is contingent upon his performance in his role as Chief Financial Officer of the Company and vests over three years from his date of hire. On April 7, 2007, 95,857 shares of the restricted stock grant vested to Mr. Kudabayev. Mr. Kudabayev has the right to vote, receive dividends and enjoys all other rights of ownership over the entire 383,429 shares included in the restricted stock grant. He does not, however, have the right to dispose of, encumber or otherwise directly or indirectly profit or share in any profit derived from a transaction in the 287,572 shares that have not yet vested, nor will he have the right to do so until he has satisfied the applicable vesting requirements associated with those shares. (continued below)

Remarks:

The 287,572 shares will only vest to Mr. Kudabayev if he is employed by the Company on the applicable vesting dates. Any unvested shares at the time his employment with the Company ceases, for any reason, shall be forfeited back to the Company.

	/s/ Yermek Kudabayev	04/13/2007
	** 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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