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 *

MORGAN STANLEY
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Explanation of Responses
(Last)          (First)          (Middle)

1585 BROADWAY, 
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2014
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   7/3/2014     J (1) (2)    2128043   D $0   0   I   See footnotes   (3) (4) (5) (6)

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
Series A Convertible Preferred Stock, par value $0.001   $0   7/3/2014     J   (1) (2)       6505113      (1) (2)   (1) (2) Common stock   6505113   $0   0   I   See footnotes   (3) (4) (5) (6)

Explanation of Responses:
( 1)  On July 3, 2014, New York time, Yongye International, Inc. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of September 23, 2013, and amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 9, 2014 (the "Merger Agreement"), by and among the Issuer, Full Alliance International Limited, a British Virgin Islands company ("Holdco"), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Yongye International Merger Sub Limited, 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, MSPEA Agriculture Holding Limited, a Cayman Islands limited liability company ("MSPEA") contributed 2,128,043 shares of the Issuer's Common Stock and 6,505,113 shares of the Issuer's Series A Convertible Preferred Stock to Parent prior to the consummation of the Merger pursuant to that certain contribution agreement by and among MSPEA, Holdco, Parent and certain stockholders of the Issuer party thereto.
( 3)  This form is filed by (i) Morgan Stanley, a Delaware corporation ("MS Parent"), (ii) MS Holdings Incorporated, a Delaware corporation ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company ("MS LLC"), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership ("MS LP"), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership ("MS Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA Holdings") and (viii) MSPEA (collectively, the "Reporting Persons"). (cont'd in FN4)
( 4)  (cont'd from FN3) MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both MS LP and MS Employee. MS LP holds 92.13% of MSPEA Holdings and MS Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA.
( 5)  MSPEA was the record holder of 6,505,113 shares of Series A Convertible Preferred Stock of the Issuer and 2,128,043 shares of Common Stock of the Issuer (collectively, the "Shares"). MS Parent may be deemed to beneficially own Shares beneficially owned by operating units (collectively, the "MS Reporting Units") of MS Parent, its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). (cont'd in FN6)
( 6)  (cont'd from FN5) Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. MSPEA's nominee to the Issuer's board of directors, Mr. Homer Sun, became one of the Issuer's directors on June 9, 2011 and was reappointed on June 8, 2012. By virtue of Mr. Homer Sun being one of the Issuer's directors, each of the Reporting Persons is a director by deputization.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MS HOLDINGS INC
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III LP
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III LP
1585 BROADWAY
NEW YORK, NY 10036
X X
See Explanation of Responses
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
C/O WALKERS CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005
X X
See Explanation of Responses
MSPEA AGRICULTURE HOLDING LTD
C/O WALKERS CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005
X X
See Explanation of Responses

Signatures
MORGAN STANLEY, By: /s/ Christina Huffman, Authorized Signatory 7/7/2014
** Signature of Reporting Person Date

MS HOLDINGS INCORPORATED, By: /s/ Christina Huffman, Vice President 7/7/2014
** Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III, INC., By: /s/ Samantha Jennifer Cooper, Vice President 7/7/2014
** Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C., By: /s/ Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ Samantha Jennifer Cooper, Vice President 7/7/2014
** Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P., By: /s/ Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: /s/ Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ Samantha Jennifer Cooper, Vice President 7/7/2014
** Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P., By: /s/ Morgan Stanley Private Equity Asia III, L.L.C., its general partner, By: /s/ Morgan Stanley Private Equity Asia III, Inc., its managing member, By: /s/ Samantha Jennifer Cooper, VP 7/7/2014
** Signature of Reporting Person Date

MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD, By: /s/ Samantha Jennifer Cooper, Sole Director 7/7/2014
** Signature of Reporting Person Date

MSPEA AGRICULTURE HOLDING LIMITED, By: /s/ Samantha Jennifer Cooper, Director 7/7/2014
** 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 control number.
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