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^*

SHEN NEIL NANPENG

(Last)

(First)

(Middle)

SUITE 2215, TWO PACIFIC PLACE

88 QUEENSWAY

(Street)

HONG KONG

00000

(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)
02/01/2011

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	02/01/2011⁽¹⁾		D		2,625,000⁽²⁾	D	$24⁽³⁾	91,700	I	See Footnote⁽⁴⁾
Common Stock								6,333	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)
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)

Explanation of Responses:

1. This sale is scheduled to be settled in four installments, with equal numbers of shares delivered in each installment. The installments are scheduled to close on or within thirty days after each of March 31, 2011; September 30, 2011; December 31, 2011; and March 31, 2012. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. See footnote 4.

2. Represents 98,450 shares held by Sequoia Capital China I, L.P., 11,312 shares held by Sequoia Capital China Partners Fund I, L.P., 15,238 shares held by Sequoia Capital China Principals Fund I, L.P., 1,453,666 shares held by Sequoia Capital China Growth Fund I, L.P., 34,666 shares held by Sequoia Capital China Growth Partners Fund I, L.P., 178,334 shares held by Sequoia Capital China GF Principals Fund I, L.P., 798,667 shares held by Sequoia Capital US Growth Fund IV, L.P., and 34,667 shares held by Sequoia Capital USGF Principals Fund IV, L.P.

3. Plus interest accrued from August 27, 2009 until the occurrence of the applicable closing.

4. Represents 79,981 shares held by Sequoia Capital China Growth Fund I, L.P., 1,908 shares held by Sequoia Capital China Growth Partners Fund I, L.P. and 9,811 shares held by Sequoia Capital China GF Principals Fund I, L.P. The reporting person is a Managing Director of SC China Holding Limited; the General Partner of each of Sequoia Capital China Management I, L.P. and Sequoia Capital China Growth Fund Management I, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

Following the consummation of the reported transactions, the reporting person will cease to be a greater than 10% stockholder.

	/s/ Neil Nanpeng Shen	02/03/2011
	** 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.
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