| 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
SUNWIN STEVIA INTERNATIONAL, INC. [ SUWN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2012 | ||||||||||||||||||||||||||
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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, $0.001 par value per share | 20,000,000 | I | See Footnote(1) | |||||||
| Common Stock, $0.001 par value per share | 08/20/2012 | P | 7,666,666 | A | (2) | 27,666,666 | I | See Footnote(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 | ||||||||
| Warrants (right to buy) | $0.35 | 02/05/2009 | 02/05/2014 | Common Stock, $0.001 par value per share | 26,666,666 | 26,666,666 | I | See Footnote(1) | |||||||
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are owned directly by Wild Flavors, Inc. ("WFUSA"), which is a wholly owned subsidiary of WILD Affiliated Holdings, Inc., which is a wholly owned subsidiary of WILD Flavors GmbH, which is controlled by Dr. Hans-Peter Wild. Dr. Wild, WILD Affiliated Holdings, Inc. and WILD Flavors GmbH are indirect beneficial owners of the reported securities. |
| 2. On August 20, 2012, WFUSA consummated an Exchange Agreement with the Issuer whereby WFUSA exchanged its entire interest in a joint venture between WFUSA and the Issuer for these securities. WFUSA also assumed liabilities and obligations of the joint venture totaling $693,623 ($659,602 of which constituted trade accounts payable and loans payable to WFUSA). WFUSA's interest in the joint venture had an estimated value of $1.5 million on August 20, 2012. In addition to the 7,666,666 shares of Issuer common stock, WFUSA received $92,541 in cash. |
| /s/ Jan-Michael Clauss as attorney-in-fact for Dr. Hans-Peter Wild | 08/22/2012 | |
| WILD Flavors, Inc., by /s/ Louis Proietti, General Counsel | 08/22/2012 | |
| WILD Affiliated Holdings, Inc., by /s/ Louis Proietti, General Counsel | 08/22/2012 | |
| WILD Flavors GmbH, by /s/ Jan-Michael Clauss, General Counsel | 08/22/2012 | |
| ** 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. | ||