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Saif Partners III LP, et al. – ‘4’ for 10/31/12 re: China TransInfo Technology Corp.

On:  Tuesday, 11/6/12, at 7:37pm ET   ·   For:  10/31/12   ·   As:  10% Owner and Other   ·   Accession #:  1062993-12-4518   ·   File #:  1-34134

Previous ‘4’:  ‘4’ on 2/14/12 for 2/10/12   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/06/12  Saif Partners III LP              4          %Own.,Oth.  1:9K   China TransInfo Technology Corp.  Newsfile Corp./FA
          Yan Andrew Y
          SAIF III GP Capital Ltd.
          Saif III GP, L.P.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      8K 
                Securities by an Insider -- form4.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SAIF PARTNERS III LP
(Last)(First)(Middle)
2516-2520, TWO PACIFIC PLACE,
88 QUEENSWAY
(Street)
HONG KONGK300000
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
China TransInfo Technology Corp. [ CTFO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/12
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share 10/31/12 D (1) (2) 4,151,152D$00D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
SAIF PARTNERS III LP
(Last)(First)(Middle)
2516-2520, TWO PACIFIC PLACE,
88 QUEENSWAY
(Street)
HONG KONGK300000
(City)(State)(Zip)
1. Name and Address of Reporting Person*
SAIF III GP Capital Ltd.
(Last)(First)(Middle)
2516-2520, TWO PACIFIC PLACE,
88 QUEENSWAY
(Street)
HONG KONGK300000
(City)(State)(Zip)
1. Name and Address of Reporting Person*
SAIF III GP, L.P.
(Last)(First)(Middle)
2516-2520, TWO PACIFIC PLACE,
88 QUEENSWAY
(Street)
HONG KONGK300000
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Yan Andrew Y
(Last)(First)(Middle)
2516-2520, TWO PACIFIC PLACE,
88 QUEENSWAY
(Street)
HONG KONGK300000
(City)(State)(Zip)
Explanation of Responses:
(1)  On October 31, 2012, China TransInfo Technology Corp. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of June 8, 2012 (the "Merger Agreement"), by and among the Issuer, TransCloud Company Limited, a Cayman Islands exempted company with limited liability ("Parent") and TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
(2)  In connection with the Merger, the reporting person contributed 4,151,152 shares of the Issuer's common stock to Parent immediately prior to the consummation of the Merger pursuant to that certain contribution agreement dated as of June 7, 2012, by and among Parent, Shudong Investments Limited, a British Virgin Islands company and the reporting person.
SAIF Partners III L.P., by SAIF III GP, L.P., its general partner, by SAIF III GP Capital Ltd., its general partner, by /s/ Andrew Y. Yan, its sole director and /s/ Andrew Y. Yan 11/6/12
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

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