Sec Form 4 Filing - CAGP, LTD. @ CHINA RECYCLING ENERGY CORP - 2014-09-03

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
CAGP, LTD.
2. Issuer Name and Ticker or Trading Symbol
CHINA RECYCLING ENERGY CORP [ CREG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES, (CAYMAN) LIMITED, 190 ELGIN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2014
(Street)
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
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 $0.001 par value 09/03/2014 S 16,602 D $ 1.5 11,137,400 I See footnote ( 2 )
Common Stock $0.001 par value 09/04/2014 S 489,615 D $ 1.572 ( 1 ) 10,647,785 I See footnote ( 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
CAGP, LTD.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
TC Group Cayman Investment Holdings, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
TC Group Cayman Investment Holdings Sub L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
CAGP GENERAL PARTNER, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
CARLYLE ASIA GROWTH PARTNERS III, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
CAGP III CO-INVESTMENT, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
X
Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Carlyle Group L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Carlyle Holdings II GP L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Carlyle Holdings II L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004
X
Signatures
CAGP LTD. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CARLYLE GROUP MANAGEMENT L.L.C. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
THE CARLYLE GROUP L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CARLYLE HOLDINGS II GP L.L.C. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CARYLYLE HOLDINGS II L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CAGP GENERAL PARTNER, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CARLYLE ASIA GROWTH PARTNERS III, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
CAGP III Co-INVESTMENT, L.P. By: /s/ Norma Kuntz, attorney-in-fact 09/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $1.50 to $1.65. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.
( 2 )Following the consummation of the transactions reported herein, Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P. are the record holders of 10,194,315 and 453,470 shares, respectively, of Common Stock of China Recycling Energy Corporation. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P. which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CAGP, Ltd., which is the general partner of CAGP General Partner, L.P., which is the general partner of each of Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P.

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