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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock (1) | $ 5.59 | 09/24/2009 | A | 30,000 | 09/24/2009 | 09/23/2012 | Common stock | 30,000 | $ 0 | 30,000 | D | ||||
| Option to Purchase Common Stock (2) | $ 2.26 | 01/18/2011 | A | 30,000 | 01/18/2011 | 01/17/2014 | Common stock | 30,000 | $ 0 | 60,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Pan Zibing 1813 NW 176TH PL. EDMOND, OK 73012 |
Chief Financial Officer | |||
| /s/Wei Wang, Attorney-at-Law | 01/18/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Effective August 20, 2009, Zibing Pan (the "Reporting Person") was appointed Chief Financial Officer of China Education Alliance, Inc. (the "Company"). Pursuant to an Incentive Stock Option Agreement between the Reporting Person and the Company, on September 24, 2009, the Reporting Person was granted an option (the "2009 Option") to purchase 30,000 shares of common stock of Company at an exercise price equivalent to the closing price per share of common stock on the date of the grant, which option shall vest in one-third installments over three years, the first installment to be exercisable on the date of the 2009 Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the first and second anniversaries following the Initial Vesting Date. |
| (2) | Pursuant to the Company's 2009 Incentive Stock Option Plan and an Incentive Stock Option Agreement dated as of January 18, 2011, the Reporting Person was granted an option (the "2011 Option") to purchase 30,000 shares of common stock of the Company at an exercise price of $2.26 per share. The 2011 Option shall vest during the term of the Reporting Person's employment with the Company in three equal annual installments of 10,000 shares each, the first installment to be exercisable on the date of the 2011 Option (the "Initial Vesting Date"), with the remaining installments becoming exercisable on each of the successive periods following the Initial Vesting Date. The 2011 Option shall expire three years from the Initial Vesting Date. |