- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 6:51PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. 3)*
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Yongye International, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 16 Pages)
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______________________________
* 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).
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CUSIP No. 98607B106
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13G/A
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Page
2
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,167,625
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,167,625
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,625
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.37%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
3
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Institutional Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
905,085
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
905,085
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,085
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.83%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
4
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Institutional Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
905,085
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
905,085
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
905,085
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.83%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
5
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Offshore Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
92,528
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
92,528
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,528
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.19%
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12
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TYPE OF REPORTING PERSON**
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
6
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Advisory Partners
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,195,200
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,195,200
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,195,200
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.45%
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12
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TYPE OF REPORTING PERSON**
PN; IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
7
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners I
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,072,710
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,072,710
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,072,710
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.20%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
8
of 16 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip J. Hempleman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,889,095
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,889,095
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,889,095
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.85%
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12
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TYPE OF REPORTING PERSON**
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 98607B106
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13G/A
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Page
9
of 16 Pages
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Item 1
(a).
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NAME OF ISSUER.
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The name of the issuer is Yongye International, Inc. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Company’s principal executive offices are located on the 6th Floor, Suite 608,
Xue Yuan International Tower, No. 1 Zhichun Road, Haidian District, Beijing, PRC
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Item 2
(a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.001 per share ("Common Stock") directly owned by it;
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(ii)
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Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
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(iii)
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Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
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(iv)
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Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and the Investment Adviser of AP II, Ardsley Institutional and a certain managed account, with respect to the shares of Common Stock directly owned by Ardsley Offshore, AP II, Ardsley Institutional and the certain managed account;
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(v)
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Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II and Ardsley Institutional; and
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(vi)
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Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Offshore and the certain managed account and with respect to the shares of Common Stock owned by certain accounts managed by him directly.
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902
The address of the registered office of Ardsley Offshore is Romasco Place, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.
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CUSIP No. 98607B106
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13G/A
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Page
10
of 16 Pages
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AP II and Ardsley Institutional are Delaware limited partnerships. Ardsley Offshore is a British Virgin Islands corporation. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States Citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.001 per share.
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Item 2(e).
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CUSIP NUMBER:
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98607B106
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act,
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act,
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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,
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(d)
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¨
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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¨
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
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(f)
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Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
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(g)
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¨
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Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
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(h)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box:
x
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CUSIP No. 98607B106
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13G/A
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Page
11
of 16 Pages
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A.
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Ardsley Partners Fund II, L.P.
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(a)
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Amount beneficially owned: 1,167,625
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(b)
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Percent of class: 2.37%. (The percentages used herein and in the rest of Item 4 are calculated based upon the 49,370,711 shares of Common Stock issued and outstanding as of November 15, 2010, as per the Company's 10-Q, as filed with the Securities and Exchange Commission on November 15, 2010.)
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,167,625
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition of: 1,167,625
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B.
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Ardsley Partners Institutional Fund, L.P.
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(a)
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Amount beneficially owned: 905,085
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(b)
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Percent of class: 1.83%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 905,085
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 905,085
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C.
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Ardsley Offshore Fund Ltd.
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(a)
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Amount beneficially owned: 92,528
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(b)
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Percent of class: 0.19%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 92,528
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 92,528
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D.
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Ardsley Advisory Partners
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(a)
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Amount beneficially owned: 2,195,200
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(b)
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Percent of class: 4.45%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,195,200
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,195,200
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E.
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Ardsley Partners I
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(a)
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Amount beneficially owned: 2,072,710
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(b)
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Percent of class: 4.20%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,072,710
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,072,710
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F.
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Philip J. Hempleman
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(a)
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Amount beneficially owned: 2,889,095
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(b)
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Percent of class: 5.85%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,889,095
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,889,095
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CUSIP No. 98607B106
|
13G/A
|
Page
12
of 16 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Ardsley, the Investment Manager of Ardsley Offshore and the Investment Adviser of a certain managed account, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore and the certain managed account, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
Ardsley, the Investment Adviser of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
Ardsley Partners, the General Partner of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II and Ardsley Institutional, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, AP II, Ardsley Institutional and the certain managed account and with respect to the shares of Common Stock owned by certain accounts managed by him directly. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G/A.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
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CUSIP No. 98607B106
|
13G/A
|
Page
13
of 16 Pages
|
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2011
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ARDSLEY PARTNERS FUND II, L.P.
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BY:
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ARDSLEY PARTNERS I,
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GENERAL PARTNER
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BY:
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/s/ Steve Napoli
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Steve Napoli
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General Partner
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
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BY:
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ARDSLEY PARTNERS I,
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GENERAL PARTNER
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BY:
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/s/ Steve Napoli
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Steve Napoli
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General Partner
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ARDSLEY OFFSHORE FUND LTD.
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BY:
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/s/ Steve Napoli
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Steve Napoli
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Director
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CUSIP No. 98607B106
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13G/A
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Page
14
of 16 Pages
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ARDSLEY ADVISORY PARTNERS
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BY:
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/s/ Steve Napoli
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Steve Napoli
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Partner
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ARDSLEY PARTNERS I
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BY:
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/s/ Steve Napoli
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Steve Napoli
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General Partner
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PHILIP J. HEMPLEMAN, INDIVIDUALLY
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BY:
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/s/ Steve Napoli*
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Steve Napoli
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As attorney in fact for
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Philip J. Hempleman
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* Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
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CUSIP No. 98607B106
|
13G/A
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Page
15
of 16 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
DATED: February 14, 2011
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ARDSLEY PARTNERS FUND II, L.P.
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BY:
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ARDSLEY PARTNERS I,
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GENERAL PARTNER
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|
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|
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|
BY:
|
/s/ Steve Napoli
|
|
|
|
Steve Napoli
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
|
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
|
|
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
|
GENERAL PARTNER
|
|
|
|
|
|
BY:
|
/s/ Steve Napoli
|
|
|
|
Steve Napoli
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
|
ARDSLEY OFFSHORE FUND LTD.
|
|
|
|
|
|
BY:
|
/s/ Steve Napoli
|
|
|
|
Steve Napoli
|
|
|
|
Director
|
|
CUSIP No. 98607B106
|
13G/A
|
Page
16
of 16 Pages
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|
|
ARDSLEY ADVISORY PARTNERS
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BY:
|
/s/ Steve Napoli
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|
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|
Steve Napoli
|
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Partner
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|
ARDSLEY PARTNERS I
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BY:
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/s/ Steve Napoli
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|
|
|
Steve Napoli
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
|
PHILIP J. HEMPLEMAN, INDIVIDUALLY
|
|
|
|
|
|
BY:
|
/s/ Steve Napoli*
|
|
|
|
Steve Napoli
|
|
|
|
As attorney in fact for
|
|
|
|
Philip J. Hempleman
|
* Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
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