Ownership Submission
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FORM 4
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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).
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Zheng Huihe
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2. Issuer Name and Ticker or Trading Symbol
QDM International Inc. [QDMI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO and President /
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(Last)
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(First)
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(Middle)
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ROOM 1030B, 10/F, OCEAN CENTRE, , HARBOUR CITY 5 CANTON ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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TSIM SHA TSUI, HONG KONG
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K3
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00000
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Zheng Huihe
ROOM 1030B, 10/F, OCEAN CENTRE,
HARBOUR CITY 5 CANTON ROAD
TSIM SHA TSUI, HONG KONG, K300000
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X
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X
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CEO and President
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Signatures
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/s/ Huihe Zheng
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2024-09-11
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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On February 1, 2023, HW FUND purchased 120,000,000 shares of common stock for a purchase price of $972,000 in a public offering of the issuer (or 12,000,000 shares of common stock without giving effect to the forward stock split of all issued and outstanding common stock of the issuer at a ratio of 1-for-10 effected in April 2024 (the "2024 Forward Split").
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(2)
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On May 17, 2021, Mr. Zheng converted 368,114 shares of Series C convertible preferred stock to 1,349,760 shares of common stock of the issuer where one share of Series C convertible preferred stock converted into approximately 3.67 shares of common stock (or 4,049,254 shares of common stock without giving effect of the reverse stock split of all issued and outstanding common stock of the Issuer at a ratio of 30-for-1 effected in August 2021 (the "2021 Reverse Split") and 2024 Forward Split (together with the 2021 Reverse Split, the "Stock Splits").
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(3)
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On November 11, 2020, the board of directors of the issuer approved the issuance of 1,670 shares of common stock to Mr. Zheng as compensation for his service to the issuer as its Chief Executive Officer and chairman of the board of directors (or 5,000 shares of common stock without giving effect to the Stock Splits).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
QDM International Inc.