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Vision Opportunity Master Fund, Ltd., et al. – ‘4/A’ for 10/26/07 re: Sino Gas International Holdings, Inc.

On:  Wednesday, 2/13/08, at 4:27pm ET   ·   For:  10/26/07   ·   As:  10% Owner   ·   Accession #:  1019056-8-261   ·   File #:  0-51364

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

 2/13/08  Vision Opportunity Master Fd, Ltd 4/A        10% Owner   1:11K  Sino Gas Int’l Holdings, Inc.     Borer Fin’l Comms LLC
          Benowitz Adam
          Vision Capital Advisors, LLC

Amendment to 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/A         Amendment to Statement of Changes in Beneficial     HTML     11K 
                Ownership of Securities by an Insider --                         
                edgar.xml/2.2


        

This ‘4/A’ 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:  Amendment to 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
  
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*
VISION CAPITAL ADVISORS, LLC
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Sino Gas International Holdings, Inc. [ SGAS ] 		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)
10/26/07
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/29/07		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
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
Series C Warrant (right to buy)$3.375 (1) 10/26/07 J 116,279 (2) 10/20/11Common Stock ($0.001 par value)116,279 (2)780,731IBy Vision Opportunity Master Fund, Ltd. (3)
Series R Warrant (right to buy) (4)$4.84 (5) 10/26/07 J 10,222 (2) 9/12/10Common Stock ($0.001 par value)10,222 (2)231,863IBy Vision Opportunity Master Fund, Ltd. (3)
1. Name and Address of Reporting Person*
VISION CAPITAL ADVISORS, LLC
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BENOWITZ ADAM
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
VISION OPPORTUNITY MASTER FUND, LTD.
(Last)(First)(Middle)
20 W. 55TH STREET, 5TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
Explanation of Responses:
(1)  This Form 4/A is being filed to amend the original Form 4 previously filed on October 29, 2007 (the "Original Form 4") as well as to amend the Form 4/A previously filed on November 8, 2007, which incorrectly reported the exercise price of the Series C Warrant as $3.22.
(2)  This Warrant is exercisable into shares of Common Stock at any time at the option of the Fund. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, the Fund may not acquire shares of Common Stock upon exercise of this Warrant to the extent that, upon exercise, the number of shares of Common Stock beneficially owned by the Fund and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on exercise can be waived at any time by the Fund upon 61 days notice; provided further that this restriction is not applicable within 61 days prior to the expiration date of the Warrant. This Warrant was included with the purchase of the Series B Convertible Preferred Stock reported on the Original Form 4 for no additional consideration.
(3)  Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to Vision Opportunity Master Fund, Ltd. (the "Fund"), the direct owner of the subject securities. Adam Benowitz is the managing member of the Investment Manager and a director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
(4)  This Series R Warrant refers to the same security as the one labeled "Warrant" on the Form 3 filed on October 24, 2007.
(5)  This Form 4/A is being filed to amend the Original Form 4, which incorrectly reported the exercise price of the Series R Warrant as $2.48.
Remarks:
File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.
/s/ Adam Benowitz For himself, as Managing Member of the Investment Manager and as a Director of the Fund. 2/13/08
** 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:
    J    Other acquisition or disposition.

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Filing Submission 0001019056-08-000261   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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