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Filing Details

Accession Number:: 0001144204-11-044908
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-08-09 13:00:00
Reporting Period:: 2011-08-09

Filing Date:: 2011-08-09
Accepted Time:: 2011-08-09 16:03:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326364	Sino Gas International Holdings Inc.	SGAS	Natural Gas Transmission (4922)	320028823

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1349985	Vision Opportunity Master Fund, Ltd.	C/O Ogier Fiduciary Services (Cay) Ltd. 88 Nexus Way Camana Bay, Grand Cayman E9 KY1-9007	No	No	Yes	No
1411962	Vision Capital Advisors, Llc	20 West 55Th Street 5Th Floor New York NY 10019	No	No	Yes	No
1411963	Adam Benowitz	C/O Vision Capital Advisors, Llc 20 West 55Th Street, 5Th Floor New York NY 10019	No	No	Yes	No
1446143	Vcaf Gp, Llc	C/O Vision Capital Advisors 20 West 55Th Street, 5Th Floor New York NY 10019	No	No	Yes	No
1446144	Vision Capital Advantage Fund, L.p.	C/O Vision Capital Advisors 20 West 55Th Street, 5Th Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock ($0.001 Par Value)	Acquisiton	2011-07-07	54,031	$0.35	1,745,618	No	5	J	Indirect	By Vision Opportunity Master Fund, Ltd.
Common Stock ($0.001 Par Value)	Acquisiton	2011-07-07	15,969	$0.35	515,928	No	5	J	Indirect	By Vision Capital Advantage Fund, L.P.
Common Stock ($0.001 Par Value)	Disposition	2011-08-09	1,666,757	$0.36	78,861	No	4	S	Indirect	By Vision Opportunity Master Fund, Ltd.
Common Stock ($0.001 Par Value)	Disposition	2011-08-09	492,621	$0.36	23,307	No	4	S	Indirect	By Vision Capital Advantage Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	J	Indirect	By Vision Opportunity Master Fund, Ltd.
No	5	J	Indirect	By Vision Capital Advantage Fund, L.P.
No	4	S	Indirect	By Vision Opportunity Master Fund, Ltd.
No	4	S	Indirect	By Vision Capital Advantage Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock ($0.001 Par Value)	Series B Convertible Preferred Stock	Disposition	2011-08-09	3,381,108	$0.36	3,381,108	$0.00
Common Stock ($0.001 Par Value)	Series B Convertible Preferred Stock	Disposition	2011-08-09	999,305	$0.36	999,305	$0.00
Common Stock ($0.001 Par Value)	Series B-1 Convertible Preferred Stock	Disposition	2011-08-09	73,650	$0.36	73,650	$0.00
Common Stock ($0.001 Par Value)	Series B-1 Convertible Preferred Stock	Disposition	2011-08-09	21,768	$0.36	21,768	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	S	Indirect
No	4	S	Indirect
No	4	S	Indirect
No	4	S	Indirect

Footnotes

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 Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
VCAF GP, LLC (the "General Partner") serves as general partner of Vision Capital Advantage Fund, L.P. ("VCAF"), the direct owner of the subject securities. The Investment Manager is the investment manager of VCAF designated by the General Partner. 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 Exchange Act or for any other purpose.
The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The Series B Convertible Preferred Stock converts into shares of Common Stock without any additional consideration. The holder may not acquire shares of Common Stock upon conversion of the Series B Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the holder and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the holder upon 61 days notice.
The Series B-1 Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The Series B-1 Convertible Preferred Stock converts into shares of Common Stock without any additional consideration. The holder may not acquire shares of Common Stock upon conversion of the Series B-1 Convertible Preferred Stock to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the holder and its affiliates would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer; provided that this restriction on conversion can be waived at any time by the holder upon 61 days notice.
This represents a forced transaction effected by the Reporting Persons' broker without the consent, involvement or discretion of the Reporting Persons, in accordance with Rule 204 of Regulation SHO. This transaction is not subject to Section 16(b) and is being reported voluntarily.