Statement of Changes in Beneficial Ownership (4)
28 Junho 2013 - 11:03AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
MORGAN STANLEY
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2. Issuer Name
and
Ticker or Trading Symbol
Feihe International Inc
[
ADY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks Below
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(Last)
(First)
(Middle)
1585 BROADWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/27/2013
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value per share
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6/27/2013
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J
(1)
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81565
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D
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$7.40
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0
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I
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See Footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On June 27, 2013, Feihe International, Inc. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of March 3, 2013 (the "Merger Agreement"), by and among the Issuer, Diamond Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Holdco"), Platinum Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and Infant Formula Merger Sub Holding Inc., a Utah corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, Morgan Stanley's shares of Issuer Common Stock were converted into the right to receive the consideration payable in the Merger of $7.40 in cash per share.
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(
2)
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Morgan Stanley may be deemed to beneficially own shares of Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of Morgan Stanley, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with Securities and Exchange Commission Release No. 34-39538 (1/12/98). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by MS that it is the beneficial owner of any such shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and MS expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any.
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Remarks:
Morgan Stanley and Mr. You-Bin Leng may be considered members of a group beneficially owning more than 10% of the Common Stock for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by Morgan Stanley that any such group exists and Morgan Stanley expressly disclaims the existence of such a group.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036
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See Remarks Below
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Signatures
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/s/ Christina Huffman, Title: Authorized Signatory
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6/28/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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