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*
SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Feihe International Inc [ ADY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/17/2010 J(1) 34,667 D $24(2) 798,667 I See Footnote(3)
Common Stock 12/17/2010 J(1) 34,667 A $24(2) 34,667 I See Footnote(4)
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
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCGF GENPAR LTD

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCGF IV MANAGEMENT LP

(Last) (First) (Middle)
C/O SEQUOIA CAPITAL
3000 SAND HILL ROAD, BLDG 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG 4, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The 34,667 reported securities were transferred to SCGF PRIN IV from SCGF IV, an affiliate fund, in an internal reallocation transaction.
2. Represents original purchase price paid by SCGF IV.
3. The reported securities are owned directly by Sequoia Capital U.S. Growth Fund IV, L.P. ("SCGF IV") and indirectly by SCGF IV Management, L.P ("SCGF MGMT IV"), as general partner of SCGF IV, and SCGF GenPar, Ltd ("SCGF GP"), as general partner of SCGF MGMT IV. Pursuant to Rule 16a-1, SCGF MGMT IV and SCGF GP disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
4. The reported securities are owned directly by Sequoia Capital USGF Principals Fund IV, L.P. ("SCGF PRIN IV") and indirectly by SCGF MGMT IV, as general partner of SCGF PRIN IV, and SCGF GP, as general partner of SCGF MGMT IV. Pursuant to Rule 16a-1, SCGF MGMT IV and SCGF GP disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
Remarks:
This report is filed jointly by SCGF IV, SCGF PRIN IV, SCGF MGMT IV and SCGF GP. Each of SCGF IV, SCGF PRIN IV, SCGF MGMT IV AND SCGF GP (together, the "Investors") may be deemed a director by deputization by virtue of their right to nominate a representative to serve on the board of directors of Feihe International, Inc. ("Feihe International"). Neil Nanpeng Shen serves as the Investors' representative on Feihe International's board of directors. SCGF IV, SCGF PRIN IV, SCGF MGMT IV and SCGF GP may each be deemed a member of a Section 13(d) group that benefically owns more than 10% of Feihe International's outstanding Common Stock. The filing of this report shall not be construed as an admission that the reporting persons share beneficial ownership of these reported securities.
Sequoia Capital U.S. Growth Fund IV, L.P., By its general partner: SCGF IV Management, L.P., By its general partner SCGF GenPar Ltd., /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact 12/17/2010
SCGF GenPar, Ltd. /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact 12/17/2010
SCGF IV Management, L.P., by its general partner SCGF GenPar, Ltd. /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact 12/17/2010
Sequoia Capital USGF Principals Fund IV, L.P., By its general partner: SCGF IV Management, L.P., By its general partner SCGF GenPar Ltd., /s/ By its Managing Director: Douglas Leone, By Melinda Dunn as Attorney-in-Fact 12/17/2010
** 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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