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*
Cathaya Capital LP

(Last) (First) (Middle)
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD

(Street)
KWUN TONG K3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZAP [ ZAAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Owner Group
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/06/2009 P 20,000,000 A $0.25 20,000,000 D(1)(2)
Common Stock 01/15/2010 P 6,000,000 A (3) 26,000,000 D(2)(4)
Common Stock 07/09/2010 P 44,000,000 A $0.25 70,000,000 D(1)(2)
Common Stock 11/10/2010 P 5,000,000 A (5) 75,000,000 D(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.39 08/06/2009 A 1,000,000 08/06/2009 08/05/2019 Common Stock 1,000,000 $0 1,000,000 D(6)
Employee Stock Option (right to buy) $0.39 08/06/2009 A 5,600,364 (7) 08/05/2019 Common Stock 5,600,354 $0 6,600,364 D(7)
Common Stock Warrants (right to buy) $0.5 08/06/2009 P 10,000,000 08/06/2009 08/06/2014 Common Stock 10,000,000 $0 16,600,364 D(1)(2)
Secured Convertible Promissory Note(8) $0.5 08/06/2009 C $10,000,000 08/06/2009 12/31/2012 Common Stock 20,000,000(8) $10,000,000 36,600,364(8) D(1)(2)(8)
Common Stock Warrants (right to buy)(9) $0.5 08/06/2009 P 6,000,000 (9) 08/06/2014 Common Stock 6,000,000(9) $0 42,600,364(9) D(1)(2)
Senior Secured Convertible Promissory Note (10) 01/12/2011 C $19,000,000 01/12/2011 02/12/2012 Common Stock $84,265,000(10) $19,000,000 126,865,364(10) D(2)(11)
Common Stock Warrants (right to buy) $0.5 01/12/2011 P 20,000,000 01/12/2011 01/12/2013 Common Stock 20,000,000 $0 146,865,364 D(2)(11)
1. Name and Address of Reporting Person*
Cathaya Capital LP

(Last) (First) (Middle)
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD

(Street)
KWUN TONG K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Owner Group
1. Name and Address of Reporting Person*
LU PRISCILLA M

(Last) (First) (Middle)
501 FOURTH STREET

(Street)
SANTA ROSA CA 95401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
China Electric Vehicle Corp

(Last) (First) (Middle)
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD

(Street)
KWUN TONG K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Owner Group
1. Name and Address of Reporting Person*
Better World International Ltd

(Last) (First) (Middle)
1501-08 MILLENNIUM CITY 5
418 KWUN TONG ROAD

(Street)
KWUN TONG K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Owner Group
Explanation of Responses:
1. Cathaya Capital, L.P. is the direct owner of these securities.
2. Priscilla M. Lu disclaims beneficial ownership of ZAP's securities reported herein except to the extent of her pecuniary interest therein.
3. 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.
4. Better World International Limited is the direct owner of these securities.
5. 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.
6. This option was granted to Priscilla M. Lu on August 6, 2009 and was fully vested and immediately exercisable on the date of grant.
7. 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.
8. 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.
9. 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.
10. 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.
11. China Electric Vehicle Corporation is the direct owner of these securities.
Remarks:
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. 04/29/2011
By: /s/ Priscilla M. Lu 04/29/2011
By: /s/ Priscilla M. Lu, Director of China Electric Vehicle Corporation 04/29/2011
By: /s/ Priscilla M. Lu, Director of Better World International Limited 04/29/2011
** Signature of Reporting Person Date
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