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