0001072613-11-000432.txt : 20110429
0001072613-11-000432.hdr.sgml : 20110429
20110429212713
ACCESSION NUMBER: 0001072613-11-000432
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20090806
FILED AS OF DATE: 20110429
DATE AS OF CHANGE: 20110429
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LU PRISCILLA M
CENTRAL INDEX KEY: 0001222621
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32534
FILM NUMBER: 11797252
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ZAP
CENTRAL INDEX KEY: 0001024628
STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751]
IRS NUMBER: 943210624
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 501 FOURTH STREET
CITY: SANTA ROSA
STATE: CA
ZIP: 95401
BUSINESS PHONE: 7075258658
MAIL ADDRESS:
STREET 1: 501 FOURTH STREET
CITY: SANTA ROSA
STATE: CA
ZIP: 95401
FORMER COMPANY:
FORMER CONFORMED NAME: ZAPWORLD COM
DATE OF NAME CHANGE: 19990715
FORMER COMPANY:
FORMER CONFORMED NAME: ZAP POWER SYSTEMS INC
DATE OF NAME CHANGE: 19970319
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cathaya Capital LP
CENTRAL INDEX KEY: 0001513060
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32534
FILM NUMBER: 11797253
BUSINESS ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: 418 KWUN TONG ROAD
CITY: KWUN TONG
STATE: K3
ZIP: 418
BUSINESS PHONE: 852-6346-0916
MAIL ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: 418 KWUN TONG ROAD
CITY: KWUN TONG
STATE: K3
ZIP: 418
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: China Electric Vehicle Corp
CENTRAL INDEX KEY: 0001513221
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32534
FILM NUMBER: 11797255
BUSINESS ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: KWUN TONG ROAD 418
CITY: KWUN TONG
STATE: K3
ZIP: 418
BUSINESS PHONE: 852-6346-0916
MAIL ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: KWUN TONG ROAD 418
CITY: KWUN TONG
STATE: K3
ZIP: 418
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Better World International Ltd
CENTRAL INDEX KEY: 0001517669
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32534
FILM NUMBER: 11797254
BUSINESS ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: KWUN TONG ROAD
CITY: KWUN TONG
STATE: K3
ZIP: 418
BUSINESS PHONE: 852-6346-0916
MAIL ADDRESS:
STREET 1: 1501-08 MILLENNIUM CITY 5
STREET 2: KWUN TONG ROAD
CITY: KWUN TONG
STATE: K3
ZIP: 418
4
1
group4-080609_17098.xml
FORM 4 - CATHAYA CAPITAL
X0303
4
2009-08-06
0
0001024628
ZAP
ZAAP
0001513060
Cathaya Capital LP
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD
KWUN TONG
K3
HONG KONG
1
0
1
1
Member of 10% Owner Group
0001222621
LU PRISCILLA M
501 FOURTH STREET
SANTA ROSA
CA
95401
1
0
0
0
0001513221
China Electric Vehicle Corp
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD
KWUN TONG
K3
HONG KONG
0
0
0
1
Member of 10% Owner Group
0001517669
Better World International Ltd
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD
KWUN TONG
K3
HONG KONG
0
0
0
1
Member of 10% Owner Group
Common Stock
2009-08-06
4
P
0
20000000
0.25
A
20000000
D
Common Stock
2010-01-15
4
P
0
6000000
A
26000000
D
Common Stock
2010-07-09
4
P
0
44000000
0.25
A
70000000
D
Common Stock
2010-11-10
4
P
0
5000000
A
75000000
D
Employee Stock Option (right to buy)
0.39
2009-08-06
4
A
0
1000000
0
A
2009-08-06
2019-08-05
Common Stock
1000000
1000000
D
Employee Stock Option (right to buy)
0.39
2009-08-06
4
A
0
5600364
0
A
2019-08-05
Common Stock
5600354
6600364
D
Common Stock Warrants (right to buy)
0.50
2009-08-06
4
P
0
10000000
0
A
2009-08-06
2014-08-06
Common Stock
10000000
16600364
D
Secured Convertible Promissory Note
0.50
2009-08-06
4
C
0
10000000
10000000
A
2009-08-06
2012-12-31
Common Stock
20000000
36600364
D
Common Stock Warrants (right to buy)
0.50
2009-08-06
4
P
0
6000000
0
A
2014-08-06
Common Stock
6000000
42600364
D
Senior Secured Convertible Promissory Note
2011-01-12
4
C
0
19000000
19000000
A
2011-01-12
2012-02-12
Common Stock
84265000
126865364
D
Common Stock Warrants (right to buy)
0.50
2011-01-12
4
P
0
20000000
0
A
2011-01-12
2013-01-12
Common Stock
20000000
146865364
D
Cathaya Capital, L.P. is the direct owner of these securities.
Priscilla M. Lu disclaims beneficial ownership of ZAP's securities reported herein except to the extent of her pecuniary interest therein.
In consideration for this Common Stock, ZAP received the exclusive right to distribute electric vehicle recharging stations of Better World International Limited in the United States, pursuant to terms set forth in that certain Stock Purchase Agreement dated January 15, 2010.
Better World International Limited is the direct owner of these securities.
In consideration for this Common Stock, ZAP received management services from Cathaya Capital, L.P., pursuant to that certain Management Agreement between ZAP and Cathaya Capital L.P. dated November 10, 2010.
This option was granted to Priscilla M. Lu on August 6, 2009 and was fully vested and immediately exercisable on the date of grant.
This option was granted to Priscilla M. Lu on August 6, 2009 and becomes vested and exercisable in three equal installments over a three year period beginning on August 6, 2010.
The outstanding principal amount of this secured convertible promissory note can be converted at any time after its issuance date and until three days before its maturity date for 2,000 shares of ZAP Common Stock for each $1,000 converted under the note. ZAP has the ability to make advances on the note up to an aggregate amount of $10 million, but has not made any advances as of April 28, 2011 and therefore there is no principal outstanding on the note and the note is not currently convertible into any shares of ZAP Common Stock.
This warrant is exercisable for up to 6 million shares of ZAP Common Stock, based on the outstanding principal amount under the note referenced in footnote (10) above. As no amounts have been advanced and no principal is outstanding under this note, this warrant is not currently exercisable for any shares of ZAP Common Stock.
This senior secured convertible promissory note in the principal amount of $19 million can be converted at any time after its issuance date and until three days before its maturity date into 4,435 shares of ZAP Common Stock for each $1,000 converted under the note, or into 0.003743% of the shares of Zhejiang Jonway Automobile Co., Ltd. owned by ZAP for each $1,000 converted under the note, at the option of the holder.
China Electric Vehicle Corporation is the direct owner of these securities.
A) Priscilla M. Lu is a member and the chairman of the board of directors of ZAP. She may also be deemed a beneficial owner of greater than ten percent of ZAP's securities as a member of this reporting group due to her affiliation with Cathaya Capital, L.P. as one of its general partners, her position as a director and significant stockholder of Better World International Limited, and her position as a director of China Electric Vehicle Corporation.
B) Cathaya Capital, L.P., a greater than ten percent beneficial owner of ZAP, and Priscilla M. Lu, a director of ZAP, are substantial shareholders in Better World International Limited and Ms. Lu is its director. While Better World International Limited is the direct beneficial owner of less than ten percent of ZAP, it is a member of this reporting group due to its affiliation with Cathaya Capital, L.P. and Ms. Lu.
C) Cathaya Capital, L.P., a greater than ten percent beneficial owner of ZAP, is the sole shareholder of China Electric Vehicle Corporation and Priscilla M. Lu, a director of ZAP, is its director.
By: /s/ Priscilla M. Lu, General Partner of Cathaya Capital, L.P.
2011-04-29
By: /s/ Priscilla M. Lu
2011-04-29
By: /s/ Priscilla M. Lu, Director of China Electric Vehicle Corporation
2011-04-29
By: /s/ Priscilla M. Lu, Director of Better World International Limited
2011-04-29