Sec Form 3 Filing - LF International Pte. Ltd. @ Yunhong CTI Ltd. - 2020-04-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
LF International Pte. Ltd.
2. Issuer Name and Ticker or Trading Symbol
Yunhong CTI Ltd. [ CTIB]
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)
470 NORTH BRIDGE ROAD #05-12
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2020
(Street)
SINGAPORE, U0188735
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 400,000 D
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 Preferred Stock $ 1 ( 4 ) ( 4 ) Common Stock ( 2 ) 4,500,000 ( 1 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LF International Pte. Ltd.
470 NORTH BRIDGE ROAD #05-12
SINGAPORE, U0188735
X
Signatures
/s/ Yubao Li, Authorized Representative, on behalf of LF International Pte. Ltd. 04/15/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Stock Purchase Agreement, dated January 3, 2020, as amended (the "SPA"), by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. (the "Reporting Person"), the Company agreed to issue and sell up to 500,000 shares of the Series A Convertible Preferred Stock, no par value per share ("Series A Preferred Stock"), of the Company at a purchase price of $10.00 per share, and an aggregate of 400,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share, for aggregate gross proceeds of up to $5,000,000 (the "Offering").
( 2 )Each holder of Series A Preferred Stock shall have the right to convert the stated value of such shares, as well as accrued but unpaid declared dividends thereon (collectively the "Conversion Amount") into Common Stock. The number of shares of Common Stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments, such that each share of Series A Preferred Stock is initially convertible into ten (10) shares of Common Stock.
( 3 )On January 13, 2020, the parties conducted the first closing of the Offering by which the Company issued 250,000 Series A Preferred Stock to the Reporting Person, resulting in aggregate gross proceeds of $2,500,000. On February 28, 2020, the parties completed an interim closing of the Offering by which the Company issued to the Reporting Person 70,000 shares of Series A Preferred Stock and 140,000 shares of Common Stock. On April 13, 2020, the parties completed an additional interim closing of the Offering by which the Company issued to the Reporting Person 130,000 shares of Series A Preferred Stock and 260,000 shares of Common Stock.
( 4 )The Series A Preferred Stock is convertible at any time and has no expiration date, except that it may not be converted into shares of Common Stock to the extent such conversion would result in the holder beneficially owning more than 4.99% ("Maximum Percentage") of the Company's outstanding Common Stock. In connection with the additional interim closing on April 13, 2020, the Reporting Person waived such Maximum Percentage.

Remarks:
Mr. Yubao Li, director of the Company, is a 95% owner of the Reporting Person and is deemed to have voting and dispositive power over the shares held by the Reporting Person.

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