Sec Form 4 Filing - SUN HOMER @ Yongye International, Inc. - 2014-07-03

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 SUN HOMER 2. Issuer Name and Ticker or Trading Symbol Yongye International, Inc. [ YONG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) MORGAN STANLEY,46TH FLOOR,INTERNATIONAL, COMMERCE CENTRE,1 AUSTIN ROAD WEST 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2014 (Street) KOWLOON, K30 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/03/2014 J( 1 )( 2 ) 0 ( 1 ) ( 2 ) D $ 0 0 I See footnote ( 3 )

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 Series A Convertible Preferred Stock, par value $0.001 $ 0 07/03/2014 J( 1 )( 2 ) 0 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common stock 0 ( 1 ) ( 2 ) $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SUN HOMER MORGAN STANLEY,46TH FLOOR,INTERNATIONAL COMMERCE CENTRE,1 AUSTIN ROAD WEST KOWLOON, K30 X Signatures /s/ Homer Sun 07/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 3, 2014, New York time, Yongye International, Inc. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of September 23, 2013, and amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 9, 2014 (the "Merger Agreement"), by and among the Issuer, Full Alliance International Limited, a British Virgin Islands company ("Holdco"), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and Mr. Sun ceasing to be a director of the Issuer. ( 2 )In connection with the Merger, MSPEA Agriculture Holding Limited, a Cayman Islands limited liability company ("MSPEA") contributed 2,128,043 shares of the Issuer's Common Stock and 6,505,113 shares of the Issuer's Series A Convertible Preferred Stock to Parent prior to the consummation of the Merger pursuant to that certain contribution agreement by and among MSPEA, Holdco, Parent and certain stockholders of the Issuer party thereto. ( 3 )Prior to the contribution to Parent described in footnote 2, MSPEA was the record holder of 6,505,113 shares of Series A Convertible Preferred Stock of the Issuer and 2,128,043 shares of Common Stock of the Issuer (collectively, the "Shares"). Mr. Homer Sun is the chief investment officer of Morgan Stanley Private Equity Asia, which is an affiliate of MSPEA. Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by Mr. Sun that he is the beneficial owner of any such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and Mr. Sun expressly disclaims the beneficial ownership thereof except to the extent of his pecuniary interest therein, if any.

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).

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