| 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
ASIAINFO HOLDINGS INC [ ASIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/26/2006 | ||||||||||||||||||||||||||
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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 | 12/26/2006 | M | 4,000 | A | $0 | 4,000 | D | |||
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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 | ||||||||
| Stock Options (right to acquire Common Stock) | $24 | 02/17/2001(1) | 02/17/2010 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $12.44 | 11/01/2001(2) | 11/01/2010 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $9.25 | 01/16/2002(3) | 01/16/2011 | Common Stock | 38,200 | 38,200 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $9.25 | 01/16/2002(4) | 01/16/2011 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $4.03 | 08/15/2003(5) | 08/15/2012 | Common Stock | 22,500 | 22,500 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $7.07 | 09/29/2004(6) | 09/29/2013 | Common Stock | 42,500 | $42,500 | D | ||||||||
| Stock Options (right to acquire Common Stock) | $4.99 | 06/14/2005(7) | 06/14/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Restricted Stock Units (right to acquire Common Stock) | $0 | 12/26/2006 | M | 4,000 | 12/26/2006(8) | 12/26/2009 | Common Stock | 16,000 | $0 | 12,000 | D | ||||
| Restricted Stock Units (right to acquire Common Stock) | $0 | (9) | 06/30/2010 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. 30,000 stock options with an exercise price of $24.00 were granted on February 17, 2000 and vest on an annual schedule of 20%, 20%, 30%, and 30%, beginning on the first anniversary of the grant date. |
| 2. 8,000 stock options with an exercise price of $12.44 were granted on November 1, 2000. These options vest in two installments of 25% each on the fist and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on February 1, 2003 and ending on November 1, 2004. |
| 3. 38,200 stock options with an exercise price of $9.25 were granted on January 16, 2001. These options vest in two installments of 25% each on the fist and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on April 16, 2003 and ending on January 16, 2005. |
| 4. 10,000 stock options with an exercise price of $9.25 were granted on January 16, 2001 and vest in two installments of 50% each on the first and second anniversary of the grant date. |
| 5. 30,000 stock options with an exercise price of $4.03 were granted on August 15, 2002. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on November 15, 2004 and ending on August 15, 2006. |
| 6. 42,500 stock options with an exercise price of $7.07 were granted on September 29, 2003. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on December 29, 2005 and ending on September 29, 2007. |
| 7. 30,000 stock options with an exercise price of $4.99 were granted on June 14, 2004. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on September 14, 2006 and ending on June 14, 2008. |
| 8. 16,000 restricted stock units were granted on December 26, 2005 and vest on an annual schedule of 25% each, beginning on the first anniversary of the grant date. Upon each vesting, one share of common stock shall be issuable for each restricted stock units on such vest date. |
| 9. 50,000 restricted stock units were granted on November 20, 2006. These stock units are performance based and will be allocated among five different performance goals of the Company over a four-year period. |
| /s/ Jian Qi | 12/28/2006 | |
| ** 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. | ||