Statement of Changes in Beneficial Ownership (4)

Date : 10/09/2019 @ 8:05PM
Source : Edgar (US Regulatory)
Stock : China XD Plastics Company Ltd (CXDC)
Quote : 1.8967  -0.0033 (-0.17%) @ 11:00PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

MORGAN STANLEY
2. Issuer Name and Ticker or Trading Symbol

China XD Plastics Co Ltd [ CXDC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Explanation of Responses
(Last)          (First)          (Middle)

1585 BROADWAY, 
3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2019
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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
Common Stock  9/30/2019 (1)   A    16000000  A  (3)(4) 16000000  I  See Footnotes (1)(2)(3)(4)(5)

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
Series D Jr. Convertible Preferred Stock, par value $0.0001   (3)(4) 9/30/2019 (3)(4)   C        16000000   1/1/2012 (3)(4) 1/1/2022 (3)(4) Common Stock  16000000  $6.25 (3)(4) 0  I  See Footnotes (1)(2)(3)(4)(5)

Explanation of Responses:
(1)  This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) North Haven Private Equity Asia III, L.P., a Cayman Islands limited partnership ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited, a Cayman Islands limited liability company ("MSPEA") (collectively, the "Reporting Persons").
(2)  (cont'd from FN1) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA.
(3)  (cont'd from FN2) MSPEA was the record holder of 16,000,000 shares (the "Preferred Shares") of Series D Junior Convertible Preferred Stock (the "Series D Preferred Stock"), par value $0.0001 per share. The Preferred Shares were convertible into Common Stock at any time on or after January 1, 2012 at the holder's election subject to CXDC's right to mandatorily convert the Preferred Shares in certain circumstances. The conversion price was $6.25 per share, subject to adjustments for any reorganization, recapitalization, consolidation or reclassification, stock dividend, stock split, reverse stock split, combination or other like changes in the Company's capital structure. Pursuant to a written notice (the "Written Notice") delivered by the Issuer to MSPEA on September 26, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock (the "Common Stock") on September 30, 2019.
(4)  (cont'd from FN3) MS Parent may be deemed to have beneficially owned the Preferred Shares and may be deemed to beneficially own the Common Stock beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, 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 the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
(5)  (cont'd from FN4) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was or is the beneficial owner of any Preferred Shares or Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. Upon the mandatory conversion of the Preferred Stock, MSPEA's nominees to the Issuer's board of directors, Mr. Homer Sun and Ryan Law, who were appointed directors of the Issuer on January 1, 2012 and April 26, 2019, respectively, were automatically terminated on September 30, 2019. By virtue of such termination, each of the Reporting Persons is no longer a director by deputization.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
MS HOLDINGS INC
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
North Haven Private Equity Asia III, L.P.
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
North Haven Private Equity Asia Employee Investors III, L.P.
1585 BROADWAY
NEW YORK, NY 10036

X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE
GRAND CAYMAN, E9 KY1-1104

X
See Explanation of Responses
MSPEA MODIFIED PLASTICS HOLDING LTD
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE
GRAND CAYMAN, E9 KYI-1104

X
See Explanation of Responses

Signatures
MORGAN STANLEY, By: /s/ Stefanie Chang Yu, Authorized Signatory 10/9/2019
**Signature of Reporting Person Date

MS HOLDINGS INCORPORATED, By: /s/ Christopher H. Norris, Director/President 10/9/2019
**Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III, INC., By: /s/ David N. Miller, Director/President/Managing Director 10/9/2019
**Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C., By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, Director/President/Managing Director 10/9/2019
**Signature of Reporting Person Date

NORTH HAVEN PRIVATE EQUITY ASIA III, L.P., By: Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, President 10/9/2019
**Signature of Reporting Person Date

NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P., By: Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ David N. Miller, President 10/9/2019
**Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD, By: /s/ Ivan John Sutlic, Director 10/9/2019
**Signature of Reporting Person Date

MSPEA MODIFIED PLASTICS HOLDING LIMITED, By: /s/ Ivan John Sutlic, Director 10/9/2019
**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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