Sec Form 4 Filing - MCCARTHY KENT C @ Sino Gas International Holdings, Inc. - 2012-03-16

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCCARTHY KENT C
2. Issuer Name and Ticker or Trading Symbol
Sino Gas International Holdings, Inc. [ SGAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
13(d) group owning > 10%
(Last) (First) (Middle)
930 TAHOE BLVD., 802-281
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2012
(Street)
INCLINE VILLAGE, NV89451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/16/2012 S 469 D $ 0.345 411,126 I (1) ( 1 )
Common Stock 03/16/2012 S 30 D $ 0.345 411,096 I (2) ( 2 )
Common Stock 03/19/2012 S 19,285 D $ 0.3033 391,811 I (1) ( 1 )
Common Stock 03/19/2012 S 1,215 D $ 0.3033 390,596 I (2) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCARTHY KENT C
930 TAHOE BLVD., 802-281
INCLINE VILLAGE, NV89451
X 13(d) group owning > 10%
JAYHAWK CAPITAL MANAGEMENT, L.L.C.
930 TAHOE BLVD., 802-281
INCLINE VILLAGE, NV89451
X 13(d) group owning > 10%
JAYHAWK PRIVATE EQUITY GP, L.P.
930 TAHOE BLVD., 802-281
INCLINE VILLAGE, NV89451
X 13(d) group owning > 10%
JAYHAWK PRIVATE EQUITY FUND L P
930 TAHOE BLVD., 802-281
INCLINE VILLAGE, NV89451
X 13(d) group owning > 10%
Jayhawk Private Equity Co Invest Fund LP
930 TAHOE BLVD., 802-281
INCLINE VILLAGE, NV89451
Member of the group
Signatures
/s/ Kent C. McCarthy 03/20/2012
Signature of Reporting Person Date
/s/ Kent C. McCarthy Manager of Jayhawk Capital Management, LLC 03/20/2012
Signature of Reporting Person Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC which is the general partner of Jayhawk Private Equity GP, L.P. 03/20/2012
Signature of Reporting Person Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Fund, L.P. 03/20/2012
Signature of Reporting Person Date
/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. 03/20/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Explanation of Responses to Table I, Item 7. (1) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Fund, L.P. Jayhawk Private Equity Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.
( 2 )Explanation of Responses to Table I, Item 7. (2) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. Jayhawk Private Equity Co-Invest Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.

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