UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
15% senior convertible preferred stock | Â (1) | 12/01/2011 | Common Stock | 10,667,739 | $ 3.76 | I (2) | See footnote (3) |
20% junior convertible preferred stock | Â (1) | 03/15/2012 | Common Stock | 35,006,773 | $ 1.5 | I (2) | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
United Energy Group LTD UNIT 2112, 21F TWO PACIFIC PLACE, 88 QUEENSWAY HONG KONG, F4 00000 |
 |  X |  |  |
Zhang Hongwei UNIT 2112, 21F, TWO PACIFIC PLACE 88 QUEENSWAY HONG KONG, F4 00000 |
 |  X |  |  |
/s/ Zhang Hongwei, Chairman and Executive Director, on behalf of United Energy Group Limited | 06/23/2008 | |
**Signature of Reporting Person | Date | |
/s/ Zhang Hongwei | 06/23/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Both the 15% senior convertible preferred stock and the 20% junior convertible preferred stock are convertible to common stock at any time at the holder's election. |
(2) | Neither the filing of this Form 3 nor any of its contents will be deemed to constitute an admission that Mr. Zhang Hongwei is the beneficial owner of any of the common stock referred to herein for the purposes of Section 13(D) or Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
(3) | On June 11, 2008, United Energy Group Limited ("United") entered into (i) three stock purchase agreements with certain 15% senior convertible preferred stock holders, pursuant to which one of the holders of such 15% senior convertible preferred stock entered into a voting arrangement with United and the other two have granted United an irrevocable proxy with respect to their shares of such 15% senior convertible preferred stock; and (ii) a stock purchase agreement with certain 20% junior convertible preferred stock holders, pursuant to which they entered into a voting arrangement with United with respect to their shares of such 20% junior convertible preferred stock, upon satisfaction of certain conditions. |