Yunhong Green CTI (YHGJ) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LF International Pte. Ltd.

(Last) (First) (Middle)

470 NORTH BRIDGE ROAD #05-12

(Street)

SINGAPORE U0 188735

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2020

3. Issuer Name and Ticker or Trading Symbol
Yunhong CTI Ltd. [ CTIB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	400,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	(4)	Common Stock(2)	4,500,000(1)(3)	1	D

Explanation of Responses:

1. Pursuant to that certain Stock Purchase Agreement, dated January 3, 2020, as amended (the "SPA"), by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. (the "Reporting Person"), the Company agreed to issue and sell up to 500,000 shares of the Series A Convertible Preferred Stock, no par value per share ("Series A Preferred Stock"), of the Company at a purchase price of $10.00 per share, and an aggregate of 400,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share, for aggregate gross proceeds of up to $5,000,000 (the "Offering").

2. Each holder of Series A Preferred Stock shall have the right to convert the stated value of such shares, as well as accrued but unpaid declared dividends thereon (collectively the "Conversion Amount") into Common Stock. The number of shares of Common Stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments, such that each share of Series A Preferred Stock is initially convertible into ten (10) shares of Common Stock.

3. On January 13, 2020, the parties conducted the first closing of the Offering by which the Company issued 250,000 Series A Preferred Stock to the Reporting Person, resulting in aggregate gross proceeds of $2,500,000. On February 28, 2020, the parties completed an interim closing of the Offering by which the Company issued to the Reporting Person 70,000 shares of Series A Preferred Stock and 140,000 shares of Common Stock. On April 13, 2020, the parties completed an additional interim closing of the Offering by which the Company issued to the Reporting Person 130,000 shares of Series A Preferred Stock and 260,000 shares of Common Stock.

4. The Series A Preferred Stock is convertible at any time and has no expiration date, except that it may not be converted into shares of Common Stock to the extent such conversion would result in the holder beneficially owning more than 4.99% ("Maximum Percentage") of the Company's outstanding Common Stock. In connection with the additional interim closing on April 13, 2020, the Reporting Person waived such Maximum Percentage.

Remarks:

Mr. Yubao Li, director of the Company, is a 95% owner of the Reporting Person and is deemed to have voting and dispositive power over the shares held by the Reporting Person.

	/s/ Yubao Li, Authorized Representative, on behalf of LF International Pte. Ltd.	04/15/2020
	** 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 5 (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).
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