U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2016
Commission File Number: 001-34427
TRI-TECH HOLDING INC.
Tri-Tech Holding Inc.
#1205 Tower B, Haidian Cultural and Arts Building
Jia 28 Zhongguancun St. Haidian District, Beijing 100086
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨
Explanatory Note:
On January 22, 2016, at the recommendation of the Compensation Committee, the Board of Directors (the “Board”) of the Company approved the issuance of a total of 803,140 options with exercise price of equal to the fair value of the Company’s ordinary shares as of January 22, 2016, to the following officers, directors and employees of the Company:
| Name | Number of Options |
| Warren Zhao | 330,000 |
| Peter Dong | 283,140 |
| Qun Wang | 50,000 |
| Yan Liu | 50,000 |
| Peiyao Zhang | 30,000 |
| Ming Zhu | 30,000 |
| Chunyu Gao | 30,000 |
| Total | 803,140 |
All options were vested on January 22, 2016 in a lump sum. As sporadic trading of the ordinary shares of the Company made it difficult to obtain an accurate valuation based on trading price of the ordinary shares on January 22, 2016, after the Compensation Committee reviewed information about the intrinsic value of the Company, it believed that $0.18 per share reflected the fair value of the Company’s stock on January 22, 2016, which amount exceeded the then-current trading price of the Company’s stock. The Board approved the aforesaid price to be the exercise price of the options on May 12, 2016, and ratified its effectiveness as of January 22, 2016.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRI-TECH HOLDING INC. | ||
| By: | /s/ Peter Dong | |
| Name: Peter Dong Its: Chief Executive Officer | ||
Dated: June 27, 2016