SEC Info - Chi Lingbo - ‘4’ for 10/2/12 re: Ziyang Ceramics Corp.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

Chi Lingbo

(Last)

(First)

(Middle)

ROOM 1505, 15TH FLOOR, WORLD-WIDE HOUSE

19 DEX VOEUX ROAD

(Street)

CENTRAL HONG KONG

999077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ziyang Ceramics Corp [ ZYCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/2/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (par value $0.001)	10/2/12		X ⁽³⁾		2,170,000	A	$0.01	2,170,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.01	10/2/12		J ⁽¹⁾			3,019,920	⁽¹⁾ ⁽³⁾	6/29/16	Common Stock	3,019,920	⁽¹⁾	2,170,000 ⁽²⁾	D
Stock Option (right to buy)	$0.01	10/2/12		X ⁽³⁾			2,170,000	⁽³⁾	6/29/16	Common Stock	2,170,000	$0.01	0	D

Explanation of Responses:

(1) Since the Reporting Person's last report, options (the "Options") to purchase 3,019,920 shares of Issuer's common stock were transferred to beneficial owners, none of whom owned more than 10% of the Issuer's securities. No such beneficial owner is an executive officer or director of the Issuer.

(2) Excludes 2,170,000 shares beneficially owned by Best Alliance Worlwide Investments Limited ("BAW") subject to an option agreement. Reporting person is a director of BAW which the reporting person has voting and dispositive control over. Reporting person disclaims beneficial ownership of shares owned by BAW except to the extent of his beneficial interest therein as provided for in the Option.

(3) The Options are included in the Option Agreement filed as Exhibit 10.5 to the Issuer's Form 8-K filed with the SEC on July 7, 2011.

Remarks:

	By: /s/ Lazarus Rothstein, Attorney-in-fact for Lingbo Chi	10/18/12
	** 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 Number.

____________ Transaction Codes:
J	Other acquisition or disposition.
X	Exercise of in-the-money or at-the-money derivative security.

Chi Lingbo – ‘4’ for 10/2/12 re: Ziyang Ceramics Corp.

On: Thursday, 10/18/12, at 5:16pm ET · For: 10/2/12 · As: Director and Officer · Accession #: 1140361-12-44138 · File #: 0-53874

Previous ‘4’: ‘4’ on 7/14/11 for 6/30/11 · Latest ‘4’: This Filing

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

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

Chi Lingbo – ‘4’ for 10/2/12 re: Ziyang Ceramics Corp.

On: Thursday, 10/18/12, at 5:16pm ET · For: 10/2/12 · As: Director and Officer · Accession #: 1140361-12-44138 · File #: 0-53874

Previous ‘4’: ‘4’ on 7/14/11 for 6/30/11 · Latest ‘4’: This Filing

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

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

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