Sec Form 4 Filing - WANG HONG @ Deyu Agriculture Corp. - 2012-10-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
WANG HONG
2. Issuer Name and Ticker or Trading Symbol
Deyu Agriculture Corp. [ DEYU]
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)
8TH FL BLK 8 AOLINJIATAI BLDG, 1 KEHUIQIAN ST, CHAOYANG DISTRICT
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2012
(Street)
BEIJING, F400000
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 10/03/2012 S( 1 ) 577,142 A $ 0 597,142 ( 3 ) I ( 1 ) SEE FOOTNOTE ( 1 )
COMMON STOCK 10/03/2012 S( 2 ) 1,442,853 A $ 0 2,039,995 ( 3 ) I ( 2 ) 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
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 4.4 11/23/2012 11/23/2012 J( 4 ) 150,000 ( 5 ) 11/23/2012( 5 ) 11/23/2022 COMMON STOCK 150,000 ( 5 ) $ 4.4 150,000 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WANG HONG
8TH FL BLK 8 AOLINJIATAI BLDG
1 KEHUIQIAN ST, CHAOYANG DISTRICT
BEIJING, F400000
X
Signatures
/s/ Hong Wang 11/30/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a share transfer agreement, Mr. Wang had the option to purchase from Mr. Yam Sheung Kwok, the sole shareholder of Expert Venture Limited, up to 120 shares of Expert Venture Limited. Mr. Wang exercised such Option on October 3, 2012, and accordingly, indirectly (through his ownership of Expert Venture Limited) owns and controls 577,142 shares of Issuer.
( 2 )Pursuant to a share transfer agreement assigned from Mr. Wenjun Tian to Mr. Hong Wang, Mr. Wang had the option to purchase from Mr. Yam Sheung Kwok, the sole shareholder of Expert Venture Limited, up to 300 shares of Expert Venture Limited, or indirectly, 1,442,853 shares of Issuer. Mr. Wang exercised such option on October 3, 2012, and accordingly, indirectly (through his ownership of Expert Venture Limited) owns and controls 1,442,853 shares of Issuer.
( 3 )Includes 20,000 stock options previously granted to Mr. Wang by the Issuer in October 2010.
( 4 )Options granted by the Issuer under a Share Option Agreement.
( 5 )On November 23, 2012, Mr. Wang was granted 150,000 stock options pursuant to a Share Option Agreement with the Issuer. Such non-qualified stock options vest and become exercisable according to the following vesting schedule: 33.1/3% of the options vest one (1) month after the date of grant, 33 1/3%of the options vest twelve (12) months after the date of grant and 33 1/3% of the options vest twenty-four (24) months after the dated of grant.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.