Sec Form 4 Filing - Guo Xiaochuan @ Yongye International, Inc. - 2014-07-03

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
Guo Xiaochuan
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)
C/O YONGYE INTERNATIONAL, INC.,6TH FL., XUE YUAN INT'L TOWER NO.1 ZHICHUN RD.
3. Date of Earliest Transaction (MM/DD/YY)
07/03/2014
(Street)
HAIDIAN DISTRICT, BEIJING, F4000000
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, par value $0.001 ( 1 ) ( 2 ) 07/03/2014 D 30,000 D $ 7.1 0 I Held by Prosper Sino Development Limited in trust for Xiaochuan Guo ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guo Xiaochuan
C/O YONGYE INTERNATIONAL, INC.,6TH FL.
XUE YUAN INT'L TOWER NO.1 ZHICHUN RD.
HAIDIAN DISTRICT, BEIJING, F4000000
X
Signatures
/s/ Guo Xiaochuan 07/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of September 23, 2013, as amended on April 9, 2014 (the "Amended Merger Agreement"), among Yongye International, Inc. (the "Company"), Full Alliance International Limited, a British Virgin Islands company ("Holdco"), Yongye International Limited, a Cayman Islands exempted company with limited liability wholly-owned by Holdco ("Parent"), and Yongye International Merger Sub Limited, a Nevada corporation wholly-owned by Parent ("Merger Sub"), the merger of Merger Sub with and into the Company (the "Merger"), in exchange for the right to receive $7.10 per share, without interest, on the effective date of the Merger. The Merger became effective on July 3, 2014.
( 2 )In connection with the Merger, the Reporting Person is no longer a director of the Issuer, effective on July 3, 2014.
( 3 )Shares are held in trust for the Reporting Person under irrevocable trust arrangements pursuant to which investment control remains with the Reporting Person.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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