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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Options (obligation to sell) (5) | $ 16 | 09/22/2007 | S | 50,000 | (6) | 06/01/2012 | Common Stock | 50,000 | $ 0 (5) | 50,000 | D | ||||
| Employee Stock Option (right to buy) (1) | $ 4.9 | 04/01/2009 | A | 146,000 | (7) | 04/01/2015 | Common Stock | 146,000 | $ 0 | 146,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.9 | 05/20/2010 | M | 36,500 | 04/01/2010 | 04/01/2015 | Common Stock | 36,500 | $ 0 | 109,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ji Qinan 19TH FLOOR, BUILDING B, VAN METROPOLIS, NO. 35 TANG YAN ROAD, HI-TECH ZONE XI'AN, SHAANXI PROVINCE,, F4 710065 |
X | X | Chief Executive Officer | |
| /s/ Qinan Ji | 11/23/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | China Natural Gas, Inc. effected a 1 for 2 reverse stock split on April 28, 2009. Figures listed herein reflect the April 28, 2009 reverse stock split. |
| (2) | On December 9, 2005, China Natural Gas, Inc. declared a stock dividend, payable to holders of record of common stock on December 15, 2005, of three shares of common stock for one share of common stock outstanding. As a result, Qinan Ji received 1,146,087 shares of common stock on December 19, 2005. Xi'an Sunway Technology & Industry Co., Ltd. ("Xi'an Sunway"), a company formed under the laws of the People's Republic of China, and in which Mr. Ji owns 42.1% of the outstanding equity, received 1,078,262 shares of common stock on December 19, 2005. |
| (3) | Qinan Ji shares voting and investment power over 1,437,682 shares of common stock that are directly owned of record by Xi'an Sunway, due to Mr. Ji's ownership of 42.1% of the outstanding equity of Xi'an Sunway. Mr. Ji disclaims any beneficial ownership in the 1,437,682 shares of common stock that are directly owned of record by Xi'an Sunway Technology & Industry Co., Ltd., except to the extent of his pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.08, inclusive. Qinan Ji undertakes to provide to China Natural Gas, Inc., any security holder of China Natural Gas, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. |
| (5) | On September 22, 2007, Qinan Ji wrote covered calls on 50,000 of his personally-owned shares of common stock of China Natural Gas, Inc. As of the date of this Form 4, none of these covered calls have been exercised. |
| (6) | 30% of the options vested on September 22, 2008, 30% vested on September 22, 2009 and the remaining 40% vested on September 22, 2010. |
| (7) | The options vest in four equal installments. The first installment vested on April 1, 2010, and the remaining installments will vest annually thereafter. |