FORM 4
[X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PAN SUNNY
2. Issuer Name and Ticker or Trading Symbol

Highpower International, Inc. [ HPJ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

BUILDING A1, 68 XINXIA STREET, PINGHU, LONGGANG
3. Date of Earliest Transaction (MM/DD/YYYY)

10/30/2019
(Street)

SHENZHEN, GUANGDONG, F4 518111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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  10/31/2019    D(1)    20000  D(2) $4.80 (3) 0  D   

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
Employee Stock Options (right to buy)  $2.20  10/30/2019    D (4)       15000    (4) 2/12/2027  Common Stock  15000  $0.00 (4) 0  D   
Employee Stock Options (right to buy)  $4.65  10/30/2019    D (4)       65000    (4) 9/21/2027  Common Stock  65000  $0.00 (4) 0  D   

Explanation of Responses:
(1)  Disposition of shares pursuant to an agreement and plan of merger dated June 28, 2019 ("Merger Agreement"), by and among Issuer, HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and HPJ Merger Sub Corp, a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent.
(2)  See footnote 1.
(3)  In the Merger, shares were cancelled and converted into the right to receive $4.80 in cash, without interest, less any applicable withholding taxes.
(4)  Options cancelled by Issuer prior to consummation of the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PAN SUNNY
BUILDING A1, 68 XINXIA STREET
PINGHU, LONGGANG
SHENZHEN, GUANGDONG, F4 518111


CFO

Signatures
/s/ Shengbin Pan 11/1/2019
**Signature of Reporting Person Date


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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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