FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Wang Feng
2. Issuer Name and Ticker or Trading Symbol

ZHONGPIN INC. [ HOGS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

21 CHANGSHE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/27/2013
(Street)

CHANGGE CITY, HENAN PROVINCE, F4 461500
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) (2) $12.70   6/27/2013     D         33000    3/31/2011   3/31/2015   Common Stock   33000   $0.80   (2) 0   D    
Stock Option   (1) (3) $15.15   6/27/2013     D         34000    3/31/2012   3/31/2016   Common Stock   34000   $0   (3) 0   D    

Explanation of Responses:
( 1)  On June 27, 2013, Zhongpin Inc. (the "Company") completed the merger pursuant to the Amended and Restated Agreement and Plan of Merger dated February 8, 2013 (the "Merger Agreement") with Golden Bridge Holdings Limited, a Cayman Islands exempted company ("Parent"), Golden Bridge Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") and Mr. Xianfu Zhu, the Company's Chairman and Chief Executive Officer (solely for the purposes of Section 6.15), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
( 2)  The option was disposed pursuant to the Merger Agreement, among which 33,000 vested stock options were canceled as of June 27, 2013 and converted into the right to receive, as soon as reasonably practicable after the completion of the Merger, an amount in cash equal to the excess of $13.50, the per share merger consideration, over $12.70, the exercise price of such stock option, being $0.8 for each stock option.
( 3)  The option was disposed pursuant to the Merger Agreement, among which 34,000 vested stock options were canceled as of June 27, 2013 without any compensation, as the exercise price of such stock option is higher than the per share merger consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wang Feng
21 CHANGSHE ROAD
CHANGGE CITY, HENAN PROVINCE, F4 461500


Chief Financial Officer

Signatures
/s/ Feng Wang 7/1/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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