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^*

Li Tao

(Last)

(First)

(Middle)

3RD FL, BOROUGH A, BLOCK A. NO. 181

SOUTH TAIBAI ROAD

(Street)

XI'AN, SHAANXI PROVINCE

710065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
China Green Agriculture, Inc. [ CGA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011

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, par value $0.001	03/31/2011		A		38,000⁽¹⁾	A	$0	7,612,987⁽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)
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 Option	$14.7	03/31/2011		D			20,129⁽²⁾	⁽²⁾	01/03/2015	Common Stock	20,129	$0	10,065⁽²⁾	D

Explanation of Responses:

1. On March 31, 2011, the reporting person was granted 38,000 shares of restricted stock under the Issuer's 2009 Equity Incentive Plan, with (i) 19,000 of the shares vesting on June 2, 2011 and (ii) 19,000 of the shares vesting on December 31, 2011.

2. On January 3, 2010, the reporting person was granted performance-based options to purchase 30,194 shares of common stock under the Issuer's 2009 Equity Incentive Plan. The options vest in three equal installments on September 30, 2010, 2011 and 2012 if the Issuer achieves certain financial performance targets for the fiscal year ended June 30, 2010. The financial performance targets were achieved, resulting in the vesting of 10,065 options on September 30, 2010. However, on March 31, 2011, the Issuer cancelled the unvested portion of these options.

Remarks:

*Additionally, the Issuer cancelled options to purchase 25,000 shares of common stock at an exercise price of $14.70 per share, originally granted to the reporting person on January 3, 2010. Such options were to vest on December 31, 2011 if the Issuer achieved certain financial performance targets for the fiscal year ending June 30, 2011. Because the performance-based vesting criteria had not been achieved, such options were not previously reported in Table II of a Form 4.

	/s/ Tao Li	04/22/2011
	** 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).
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