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*
MCCARTHY KENT C

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
China Cord Blood Corp [ NYSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member 13(d) group owning >10%
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012
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 08/01/2012 P 25,000 A $2.5 7,884,821 I (1)(1)
Common Stock 08/03/2012 P 25,000 A $2.5046 7,909,821 I (2)(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
1. Name and Address of Reporting Person*
MCCARTHY KENT C

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member 13(d) group owning >10%
1. Name and Address of Reporting Person*
JAYHAWK CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 66205

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JAYHAWK PRIVATE EQUITY, LLC

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JCF CO LF, L.P.

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JAYHAWK PRIVATE EQUITY GP II, L.P.

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
1. Name and Address of Reporting Person*
JAYHAWK PRIVATE EQUITY FUND II LP

(Last) (First) (Middle)
930 TAHOE BLVD., 802-281

(Street)
INCLINE VILLAGE NV 89451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
13(d) group owning > 10%
Explanation of Responses:
1. Acquired by Jayhawk Private Equity Fund II, L.P. ("Fund II"). Kent C. McCarthy ("McCarthy") is the manager of Jayhawk Private Equity, LLC ("JPE, LLC"), the general partner of Jayhawk Private Equity GP II, L.P. ("GP II"). GP II is the general partner of Fund II. Fund II directly owns 5,948,513 shares of the issuer. As a result, McCarthy, JPE, LLC and GP II each indirectly beneficially own 5,948,513 shares. McCarthy is also the manager of Jayhawk Capital Management, LLC ("JCM, LLC"), the general partner of JCF CO LF, L.P. JCF CO LF, L.P. directly owns 1,936,308 shares of the issuer. As a result, McCarthy and JCM, LLC indirectly beneficially own 1,936,308 shares. As a result of being the manager of JCM, LLC and JPE, LLC, McCarthy indirectly beneficially owns an aggregate of 7,884,821 shares. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein.
2. Acquired by Jayhawk Private Equity Fund II, L.P. ("Fund II"). Kent C. McCarthy ("McCarthy") is the manager of Jayhawk Private Equity, LLC ("JPE, LLC"), the general partner of Jayhawk Private Equity GP II, L.P. ("GP II"). GP II is the general partner of Fund II. Fund II directly owns 5,973,513 shares of the issuer. As a result, McCarthy, JPE, LLC and GP II each indirectly beneficially own 5,973,513 shares. McCarthy is also the manager of Jayhawk Capital Management, LLC ("JCM, LLC"), the general partner of JCF CO LF, L.P. JCF CO LF, L.P. directly owns 1,936,308 shares of the issuer. As a result, McCarthy and JCM, LLC indirectly beneficially own 1,936,308 shares. As a result of being the manager of JCM, LLC and JPE, LLC, McCarthy indirectly beneficially owns an aggregate of 7,909,821 shares. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein.
Remarks:
/s/ Kent C. McCarthy 08/03/2012
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC 08/03/2012
/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC 08/03/2012
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC which is the general partner of JCF CO LF, L.P. 08/03/2012
/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC which is the general partner of Jayhawk Private Equity GP II, L.P. 08/03/2012
/s/ Kent C. McCarthy, Manager of Jayhawk Private Equity, LLC which is the general partner of Jayhawk Private Equity GP II, L.P., which is the general partner of Jayhawk Private Equity Fund II, L.P. 08/03/2012
** 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).
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