China Direct, Inc. - Statement of Changes in Beneficial Ownership (4)
10 May 2008 - 7:12AM
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wang Yuejian
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2. Issuer Name
and
Ticker or Trading Symbol
China Direct, Inc.
[
CDS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O CHINA DIRECT, INC., 431 FAIRWAY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2008
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(Street)
DEERFIELD BEACH, FL 33441
(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
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5/7/2008
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M
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18940
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A
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$2.50
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18940
(1)
(2)
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D
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Common Stock
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5/7/2008
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S
(3)
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18940
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D
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$10.03
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0
(1)
(2)
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D
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Common Stock
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5/8/2008
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M
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23000
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A
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$2.50
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23000
(1)
(2)
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D
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Common Stock
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5/8/2008
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S
(3)
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23000
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D
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$10.10
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0
(1)
(2)
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D
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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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Stock Option (Right to Buy)
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$2.50
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5/7/2008
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M
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18940
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1/1/2006
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1/1/2011
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Common Stock
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18940
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$0
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50000
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D
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Stock Option (Right to Buy)
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$2.50
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5/8/2008
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M
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23000
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1/1/2006
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1/1/2011
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Common Stock
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23000
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$0
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27400
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D
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Explanation of Responses:
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(
1)
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Does not include 4,000,000 shares of common stock owned by Dragon Fund Management, LLC ("Dragon Fund"). The reporting person
owns 1% of the membership interests in Dragon Fund which ownership interest has 50% of the voting control of Dragon Fund.
The reporting person's spouse, Lei Li: (i) owns 1 % of the membership interests in Dragon Fund which ownership interest has
50% of the voting control, (ii) owns 3% of the non-voting interests in Dragon Fund; and (iii) is co-trustee of Lotus Capital
Trust and Tiger Fund Trust which collectively own 95% of the non-voting membership interests in Dragon Fund. Lotus Capital
Trust is an irrevocable trust established by the reporting person for the benefit of his spouse. Tiger Fund Trust is an
irrevocable trust established by the reporting person for the benefit of his daughter. Ms. Li is a co-trustee of the Lotus
Capital Trust and Tiger Fund Trust.
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(
2)
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The reporting person disclaims beneficial ownership of the Company's securities owned by Dragon Fund except to the extent of
his pecuniary interest in Dragon Fund and this filing should not be construed as an admission that the reporting person is
the beneficial owner of these securities.
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(
3)
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Shares sold by the reporting person pursuant to a 10b5-1 trading plan adopted November 29, 2007.
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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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Wang Yuejian
C/O CHINA DIRECT, INC.
431 FAIRWAY DRIVE
DEERFIELD BEACH, FL 33441
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X
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X
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Chief Executive Officer
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Signatures
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/s/ Yuejian Wang
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5/9/2008
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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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