- Amended Statement of Ownership (SC 13G/A)
16 Mayo 2012 - 2:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Shengkai Innovations, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
82321P104
(CUSIP Number)
May 16, 2012
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 82321P104
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Citizenship or Place of Organization
|
NUMBER OF
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5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP No. 82321P104
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
Vision Capital Advisors, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Citizenship or Place of Organization
|
NUMBER OF
|
5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP No. 82321P104
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
Vision Opportunity China Fund Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Citizenship or Place of Organization
|
NUMBER OF
|
5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP No. 82321P104
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
Vision Opportunity China LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Citizenship or Place of Organization
|
NUMBER OF
|
5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP No. 82321P104
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
Vision Opportunity China GP Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Citizenship or Place of Organization
|
NUMBER OF
|
5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
EXPLANATORY NOTE
This Amendment No. 4 to Schedule 13G is being filed voluntarily
on May 16, 2012 to report that the Filers ceased to have any beneficial ownership of Common Stock as of April 26, 2012.
Item 1.
|
(a)
|
The name of the issuer is Shengkai Innovations, Inc. (the “
Issuer
”).
|
|
(b)
|
The principal executive offices of the Issuer are located at No. 27, Wang Gang Road, Jin Nan (Shuang
Gang) Economic and Technology Development Area, Tianjin, People’s Republic of China.
|
Item 2.
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(a)
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This Statement is being filed by (i) Vision Opportunity China LP, a limited partnership organized
under the laws of Guernsey (the “
China Fund
”), (ii) Vision Opportunity China GP Limited, a corporate entity
organized under the laws of Guernsey (the “
China Fund GP
”), (iii) Vision Opportunity China Fund Limited, a corporate
entity organized under the laws of Guernsey (the “
China Fund Ltd.
”), (iv) Vision Capital Advisors, LLC, a Delaware
limited liability company (the “
Investment Manager
”), and (v) Adam Benowitz, a United States citizen (all of
the foregoing, collectively, the “
Filers
”). The China Fund is a private investment vehicle engaged in investing
and trading in a wide variety of securities and financial instruments for its own account. The China Fund directly beneficially
owns all of the shares reported in this Statement. Mr. Benowitz, the Investment Manager, the China Fund GP and the China Fund Ltd.
may be deemed to share with the China Fund voting and dispositive power with respect to such shares. Each Filer disclaims beneficial
ownership with respect to any shares other than those beneficially owned directly by such Filer.
|
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(b)
|
The principal business office of each of the Investment
Manager and Mr. Benowitz is:
|
20 West 55th Street, 5th Floor
New York, New York 10019
USA
The principal business office of each of the China
Fund, the China Fund GP and the China Fund Ltd. is:
Suites 13 and 15
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 4NA
|
(c)
|
For citizenship information see Item 4 of the cover page of each Filer.
|
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(d)
|
This Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the “
Common Stock
”).
|
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(e)
|
The CUSIP Number of the Common Stock is listed on the cover pages hereto.
|
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
|
¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
¨
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An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
|
(f)
|
¨
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An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
(g)
|
¨
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A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
(h)
|
¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
¨
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Group, in accordance with 240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership.
See Items 5-9 and 11 on the cover page
for each Filer, which information is accurate as of April 26, 2012 and remains accurate as of May 16, 2012 (the filing date of
this Schedule 13G/A).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:
x
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
|
(b)
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2012
|
ADAM BENOWITZ
|
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VISION CAPITAL ADVISORS, LLC
|
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By:
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/s/ ADAM BENOWITZ
|
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Adam Benowitz, for himself and as Managing Member
|
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of the Investment Manager
|
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VISION OPPORTUNITY CHINA LP
|
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VISION OPPORTUNITY CHINA GP LIMITED
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VISION OPPORTUNITY CHINA FUND LIMITED
|
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By:
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/s/ CHRISTOPHER FISH
|
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Christopher Fish, as Chairman of the Board of Directors
|
|
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of the China Fund GP (for itself and on behalf of the
|
|
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China Fund) and the China Fund Ltd.
|
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