- Statement of Ownership (SC 13G)
July 06 2010 - 1:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
American Oriental Bioengineering, Inc.
(Name of Issuer)
Common Stock, $0.001 per share
(Title of Class of Securities)
028731107
(CUSIP Number)
June 25, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Wellspring Management, LLC
I.R.S. Identification Nos. of Above Persons (Entities Only): 20-1825976
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,042,279
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,297,495
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,744,784
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,042,279
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.15%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
Wellspring Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,744,784
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,744,784
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,744,784
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.22%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
George Maddux White
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,042,279
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,042,279
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,042,279
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.15%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
Blackwell Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Georgia
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,297,495
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,297,495
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.93%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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1
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NAMES OF REPORTING PERSONS
Gothic Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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North Carolina
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,229,160
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,229,160
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.57%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
The Duke Endowment
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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North Carolina
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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546,804
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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546,804
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.70%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
Gothic ERP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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North Carolina
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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167,717
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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167,717
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.21%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
Gothic HSP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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North Carolina
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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353,814
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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353,814
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.45%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1.
American Oriental Bioengineering, Inc.
(b)
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Address of Issuers Principal Executive Offices
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Beijing Economic and Technology Development Zone
1 Liangshuihe First Ave
E-town, Beijing 100176
Peoples Republic of China
Item 2.
Item 2(a) Name of person filing:
This statement is filed by:
(i)
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Wellspring Management, LLC (Wellspring Management), a limited liability company organized
under the laws of the State of Delaware, which serves as general partner of Wellspring Capital,
L.P. (Wellspring Capital), a limited partnership organized under the laws of the State of
Delaware, and investment manager for a separately managed account for Blackwell Partners LLC
(Blackwell Partners), a limited liability company organized under the law of the State of
Georgia, with respect to the shares of Common Stock directly owned by Wellspring Capital and
Blackwell;
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(ii)
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George M. White, a United States citizen (Mr. White), as managing member of Wellspring
Management, with respect to the shares of Common Stock beneficially owned by Wellspring Management;
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(iii)
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Wellspring Capital, L.P., with respect to the shares of Common Stock directly owned by it;
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(iv)
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Blackwell Partners LLC, with respect to the shares of Common Stock directly owned by it;
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(v)
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Gothic Corporation;
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(vi)
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The Duke Endowment;
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(vii)
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Gothic ERP; and
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(viii)
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Gothic HSP.
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The foregoing persons are hereinafter sometimes collectively referred to as the Reporting
Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate party.
Item 2(b) Address of Principal Business Office or, if none, Residence:
Wellspring Management, LLC
1790 Kirby Parkway, Suite 127
Memphis, Tennessee 38138
Wellspring Capital, L.P.
1790 Kirby Parkway, Suite 127
Memphis, Tennessee 38138
George M. White
1790 Kirby Parkway, Suite 127
Memphis, Tennessee 38138
Blackwell Partners LLC
406 Blackwell Street
Suite 300
Durham, North Carolina 27701
Gothic Corporation
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, North Carolina 27701
The Duke Endowment
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, North Carolina 27701
Gothic ERP
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, North Carolina 27701
Gothic HSP
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, North Carolina 27701
Item 2(c) Citizenship:
Wellspring Management, LLC Delaware
Wellspring Capital, L.P. Delaware
Blackwell Partners LLC Georgia
Gothic Corporation North Carolina
The Duke Endowment North Carolina
Gothic ERP North Carolina
Gothic HSP North Carolina
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 per share
Item 2(e) CUSIP Number:
028731107
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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(a)
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___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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___ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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___ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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___ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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___ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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___ Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
The information required by Items 4(a) (c) is set forth in Rows 5 11 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
The percentages used herein are calculated based upon the 78,380,000 shares of Common Stock issued
and outstanding.
The securities to which this Schedule relates (the Common Stock) are registered securities that
are owned by Wellspring Capital, for which Wellspring Management serves as general partner, and
Blackwell Partners, whose separate account is managed by Wellspring Management. Mr. White, as
managing member of Wellspring Management, may therefore be deemed to beneficially own the Common
Stock beneficially owned by Wellspring Management for purposes of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the Act), insofar as he may be deemed to have the power to
direct the voting or disposition of the Common Stock.
Neither Wellspring Capital, L.P. nor Blackwell Partners LLC individually owns more than five
percent of American Oriental Bioengineering, Inc.s outstanding common stock; however,
collectively they own approximately 5.15% of American Oriental Bioengineering, Inc.s
common stock. This Schedule 13G has been filed for informational purposes to reflect that
Wellspring Management, LLC is the general partner of Wellspring Capital, L.P. and provides
investment services Blackwell Partners LLC. This Schedule 13G is also being filed for
informational purposes to reflect that Mr. White is the managing member of Wellspring Management.
Blackwell Partners is a Georgia limited liability company through which The Duke Endowment makes
certain of its segregated account investments. Gothic Corporation owns approximately 53.5% of the
membership interests of Blackwell Partners, The Duke Endowment owns approximately 23.8% of the
membership interests of Blackwell Partners, Gothic ERP owns approximately 7.3% of the membership
interests of Blackwell Partners, and Gothic HSP owns approximately 15.4% of the membership
interests of Blackwell Partners.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an
admission that Mr. White is the beneficial owner of any of the Common Stock owned by the other
Reporting Persons in this Schedule 13G, and Mr. White disclaims beneficial ownership of same,
except to the extent of his pecuniary interests therein.
Each of the Reporting Persons disclaims beneficial ownership of Common Stock owned directly by
another Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following _.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction
having that purpose or effect.
Signature
After reasonable inquiry and to the best of his/her knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: July 6, 2010
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WELLSPRING MANAGEMENT, LLC
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BLACKWELL PARTNERS LLC
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/s/ George M. White
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/s/ Bart J. Brunk
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By: George M. White
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By: Bart J. Brunk
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Title: Managing Member
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Title: Authorized Officer
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WELLSPRING CAPITAL, L.P.
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GOTHIC CORPORATION
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/s/ George M. White
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/s/ Bart J. Brunk
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By: Wellspring Management, LLC
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By: Bart J. Brunk
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Title: General Partner
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Title: Authorized Officer
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By: George M. White
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Title: Managing Member
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THE DUKE ENDOWMENT
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/s/ George Maddux White
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/s/ Bart J. Brunk
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George Maddux White
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By: Bart J. Brunk
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Title: Authorized Officer
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GOTHIC ERP
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/s/ Bart J. Brunk
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By: Bart J. Brunk
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Title: Authorized Officer
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GOTHIC HSP
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/s/ Bart J. Brunk
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By: Bart J. Brunk
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Title: Authorized Officer
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