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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Options(Right to acquire Common Stock) | $ 7.6 | Â | Â | Â | Â | Â | 10/04/1999(1) | 10/04/2009 | Common Stock | Â | 360,000 | Â | ||
Stock Options(Right to acquire Common Stock) | $ 2.75 | Â | Â | Â | Â | Â | 11/15/1998(2) | 11/15/2007 | Common Stock | Â | 300,000 | Â | ||
Stock Options(Right to acquire Common Stock) | $ 1.1 | Â | Â | Â | Â | Â | 10/01/1997(3) | 10/01/2006 | Common Stock | Â | 550,000 | Â | ||
Restricted Stock Units (right to acquire common stock) | $ 0 | 12/26/2005 | Â | A4 | 5,000 | Â | 12/26/2006(4) | 12/26/2009 | Common Stock | $ 0 | 5,000 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TIAN EDWARD VILLA 108, BEIJING RIVIERA GARDEN NO. 1 XIANGJIANG BEI RD., CHAOYANG DIST. BEIJING, F4 100103 |
 X |  |  |  |
Edward Tian | 02/10/2006 | |
**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) | 400,000 options were granted on October 4, 1999 and vested on the grant date. Dr. Tian surrendered 40,000 options on January 10, 2001. |
(2) | 300,000 options were granted on November 15, 1997 and vested on an annual schedule of 33%, 33%, 33%, beginning on the first anniversary of the grant date. |
(3) | 600,000 options were granted on October 1, 1996 and vested on an annual schedule of 60%, 30%, 10%, beginning on the first anniversary of the grant date. |
(4) | 5,000 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. |
(5) | On October 27, 2004, Dr. Tian sold 250,000 shares to Morgan Stanley & Co. International Limited ("MSCIL") pursuant to a collar transaction entered into by Dr. Tian and MSCIL on April 27, 2001. |
(6) | On June 6, 2005, Dr. Tian delivered 250,000 shares to MSCIL pursuant to a pre-paid variable delivery forward transaction involving delivery of up to 250,000 shares entered into by Dr. Tian and MSCIL on June 5, 2002. |
(7) | On December 13, 2005, 190,792 shares of AsiaInfo common stock were re-registered to Dr. Tian from a trust for the benefit of his children. |
(8) | Please see the Note 7. |