Highpower International (HPJ) Form 4 Highpower International / WEN LIANG LI ownership change

SEC Form 4

FORM 4

UNITED 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

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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^*

LI WEN LIANG

(Last) (First) (Middle)

BLDG. A1, LUOSHAN IND. ZONE, SHANXIA

PINGHU, LONGGANG, SHENZHEN

(Street)

GUANGDONG F4 518111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Highpower International, Inc. [ HPJ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2017

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2017		S(1)		1,800	D	$5.25	1,887,469	D
Common Stock	09/22/2017		A(2)		20,000(3)	A	$0.00	1,907,469	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	$4.65	09/22/2017		A(4)		32,500		09/22/2018(5)	09/21/2027	Common Stock	32,500	$0.00	32,500	D

Explanation of Responses:

1. The sales reported herein were made pursuant to a 10b5-1 trading plan entered into by the Reporting Person and Morgan Stanley, as broker.

2. Award of shares of restricted common stock (the "Shares") pursuant to the provisions of Issuer's 2008 Omnibus Incentive Plan (the "Plan"). Such award is part of Reporting Person's compensation as a director of Issuer.

3. The Shares vest over a three year period on the anniversary date of the grant at 30%, 30% and 40%, respectively. On the first anniversary of the grant, 30% of the Shares vest, and thereafter on each subsequent anniversary date of the grant, the Shares vest in equal installments on a 1/12th basis each month per year for the applicable percentage.

4. Award of employee stock options (right to buy) ("Options") pursuant to the provisions of the Plan.

5. The Options vest over a three year period on the anniversary date of the grant at 30%, 30% and 40%, respectively. On the first anniversary of the grant, 30% of the Options vest, and thereafter on each subsequent anniversary date of the grant, the Options vest in equal installments on a 1/12th basis each month per year for the applicable percentage.

Remarks:

	/s/ Wenliang Li	09/25/2017
	** 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).
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