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CNER China New Energy Group Company (PK)

0.0085
0.00 (0.00%)
20 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
China New Energy Group Company (PK) USOTC:CNER OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0085 0.0021 0.009 0.00 12:59:37

- Statement of Changes in Beneficial Ownership (4)

23/09/2010 4:11pm

Edgar (US Regulatory)


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vicis Capital, LLC
2. Issuer Name and Ticker or Trading Symbol

China New Energy Group CO [ CNER ]
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)

445 PARK AVENUE, SUITE 1901
3. Date of Earliest Transaction (MM/DD/YYYY)

6/19/2009
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  5711031   (15) I   (1) By Vicis Capital Master Fund  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 B Convertible Preferred Stock     (4) 6/19/2009     J   (5)    22327         (2)   (3) Common Stock   781445     (5) 1116388   I   (1) By Vicis Capital Master Fund  
Convertible Promissory Note     (6) (7) 9/14/2010     J   (6)    $1500000       10/15/2010   10/15/2010   Series C Convertible Preferred Stock   1.67   (6)   (6) $1500000   I   (1) By Vicis Capital Master Fund  
Series C Convertible Preferred Stock     (8) 9/14/2010     J   (7)    9.365         (2)   (8) Common Stock   105768516.03     (7) 9.365   I   (1) By Vicis Capital Master Fund  
Series D Convertible Preferred Stock     (9) (10) 9/14/2010     J   (7) (9) (10)    1         (11)   (11) Common Stock     (9) (10)   (7) (9) (10) 1   I   (1) By Vicis Capital Master Fund  
Series A Convertible Preferred Stock     (12)                    (2)   (3) Common Stock   54116405   (13)   1546183   (14) I   (1) By Vicis Capital Master Fund  
Warrant to Purchase Common Stock   $0.187                      (2) 8/19/2013   Common Stock   9577727   (13)   9577727   I   (1) By Vicis Capital Master Fund  
Warrant to Purchase Common Stock   $0.187                      (2) 5/1/2014   Common Stock   7814719   (13)   7814719   I   (1) By Vicis Capital Master Fund  

Explanation of Responses:
( 1)  Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.
( 2)  Immediately.
( 3)  None.
( 4)  Each share of Series B Convertible Preferred Stock is convertible, subject to adjustment, into 35 shares of Common Stock.
( 5)  Pursuant to the Series B Convertible Preferred Stock Securities Purchase Agreement between the Issuer and China Hand Fund, LLC, dated April 30, 2009, the Issuer held shares of Series B Convertible Preferred Stock in escrow. On June 19, 2010, pursuant to the Closing Escrow Agreement dated April 30, 2009 between the Issuer and China Hand Fund, LLC, the escrow agent delivered 22,327 shares of the Series B Convertible Preferred Stock to Vicis Capital Master Fund, as assignee of China Hand Fund, LLC, because the Issuer failed to meet certain income targets for the fiscal year ending December 31, 2009.
( 6)  On September 14, 2010, the Issuer issued a Convertible Promissory Note to Vicis with an original principal amount of $1,500,000 due October 15, 2010. In the event the Issuer repays the original principal amount in full by October 15, 2010,Vicis Capital Master Fund will be issued 1.67 shares of the Issuer's Series C Convertible Preferred Stock. In the event the Issuer does not repay the original principal amount in full by October 15, 2010, the Convertible Promissory Note will automatically convert into 3.75 shares of Series C Convertible Preferred Stock. Each shares of Series C Convertible Preferred Stock is currently convertible on a 1-for-5,647,011 basis.
( 7)  On September 14, 2010, Vicis entered into an agreement with a private party whereby Vicis purchased from such private party: (i) 9.365 shares of the Issuer's Series C Convertible Preferred Stock, and (ii) 1 share of the Issuer's Series D Convertible Preferred Stock, for an aggregate purchase price of $7,500,000. The Issuer's Series C Convertible Preferred Stock currently converts on a 1-for-5,647,011 basis.
( 8)  The Series C Convertible Preferred Stock automatically converts into Common Stock upon the earlier of: (i) 5/31/11 or (ii) Issuer's acquisition of at least 70% of equity interests in Beijing Century Dadi Gas Engineering Co., Ltd.
( 9)  The number of shares of the Issuer's Common Stock issuable upon conversion of each share of Series D Convertible Preferred Stock is equal to: (219,605,986*(.72/.28) - A - B)/4, whereby A is equal to the number of shares of Common Stock into which Series C Convertible Preferred Stock may be converted on the date the Series C Convertible Preferred Stock is issued (the "Issuance Date") plus any shares Common Stock into which shares of Series C Convertible Preferred Stock which may be converted upon conversion of any convertible promissory notes convertible into such stock outstanding on the date the Issuance Date, and (cont'd in footnote #9)
( 10)  (cont'd from footnote #8) whereby B is equal to the number of shares of Common Stock, plus the number of shares of Common Stock into which any convertible preferred stock, debt or other convertible securities are convertible, issued to new investors between October 1, 2010 and April 30, 2011, which result in gross proceeds to the Issuer which do not exceed $54,500,000.
( 11)  The Series D Convertible Preferred Stock automatically converts into Common Stock immediately after the conversion of all Series C Convertible preferred Stock and upon the latest to occur of: (i) May 31, 2011 or (ii) the date upon which the Issuer completes the acquisition of at least 70% of the equity interests in Beijing Century Dadi Gas Engineering Co., Ltd.
( 12)  Each share of Series A Convertible Preferred Stock is convertible, subject to adjustment, into 35 shares of Common Stock.
( 13)  The terms of each of the Series A Convertible Preferred Stock and the Warrants to Purchase Common Stock contain conversion caps, which prevent the holder from converting such securities into shares of the Issuer's Common Stock if such conversion would result in such holder owning more than 4.9% of the Issuer's Common Stock.
( 14)  The 1,546,183 shares of the Issuer's Series A Convertible Preferred Stock owned by Vicis include 177,936 shares of the Issuer's Series A Convertible Preferred Stock acquired as a dividend pursuant to the terms of the Series A Convertible Preferred Stock Certificate of Designations.
( 15)  Vicis Capital Master Fund acquired 5,711,031 shares of the Issuer's Common Stock in the aggregate as dividends on the Series B Convertible Preferred Stock pursuant to the terms of the Series B Convertible Preferred Stock Certificate of Designations.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vicis Capital, LLC
445 PARK AVENUE, SUITE 1901
NEW YORK, NY 10022

X

Vicis Capital Master Fund
445 PARK AVENUE, SUITE 1901
NEW YORK, NY 10022

X


Signatures
/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC 9/23/2010
** Signature of Reporting Person Date

/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund 9/23/2010
** Signature of Reporting Person Date


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 control number.

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