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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 | ||||||||
| 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) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cathaya Capital LP 1501-08 MILLENNIUM CITY 5 418 KWUN TONG ROAD KWUN TONG, K3 |
X | X | Member of 10% Owner Group | |
| LU PRISCILLA M 501 FOURTH STREET SANTA ROSA, CA 95401 |
X | |||
| China Electric Vehicle Corp 1501-08 MILLENNIUM CITY 5 418 KWUN TONG ROAD KWUN TONG, K3 |
Member of 10% Owner Group | |||
| Better World International Ltd 1501-08 MILLENNIUM CITY 5 418 KWUN TONG ROAD KWUN TONG, K3 |
Member of 10% Owner Group | |||
| By: /s/ Priscilla M. Lu, General Partner of Cathaya Capital, L.P. | 04/29/2011 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Priscilla M. Lu | 04/29/2011 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Priscilla M. Lu, Director of China Electric Vehicle Corporation | 04/29/2011 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Priscilla M. Lu, Director of Better World International Limited | 04/29/2011 | |
| **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) | 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. | |