Edgar Filing: CHINA JO-JO DRUGSTORES, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Liu Lei

2. Issuer Name and Ticker or Trading Symbol
CHINA JO-JO DRUGSTORES, INC. [CJJD]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO, Chairman of the Board

(Last)

(First)

(Middle)

1ST FLOOR, YUZHENG PLAZA,, NO. 76 YUHUANGSHAN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2014

(Street)

HANGZHOU, F4 310002

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/18/2014		A		160,000 ⁽¹⁾	A	$ 0 ⁽²⁾	6,991,482	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 2.5

11/18/2014

180,000

11/18/2017

11/17/2022

Common Stock

180,000

$ 0 ⁽²⁾

6,991,482

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Liu Lei 1ST FLOOR, YUZHENG PLAZA, NO. 76 YUHUANGSHAN ROAD HANGZHOU, F4 310002	X	X	CEO, Chairman of the Board

Signatures

/s/ Lei Liu		11/25/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents 160,000 shares of common stock granted to the Reporting Person, vest on February 18, 2015.
(2)	The grant was made under the Company's 2010 Equity Incentive Plan to motivate the grantee to continue to contribute the efforts to the Company.
Remarks: The number of securities reported under Item 5 of Table I and Item 9 of Table II includes (i) 160,000 shares granted as a restricted award under the Company's 2010 Equity Incentive Plan that, pursuant to the Restricted Stock Award Agreement between the Reporting Person and the Company dated as of November 18, 2014, will vest on February 18, 2015; (ii) 619,482 shares granted to offset a payable the Company owed to the Reporting Person, in the amount of approximately $941,613, on July 2, 2014; (iii) 160,000 shares granted as a restricted award under the Company's 2010 Equity Incentive Plan that, pursuant to the Restricted Stock Award Agreement between the Reporting Person and the Company dated as of December 31, 2013, vested immediately; (iv) 22,000 shares granted as a restricted stock award under the Company's 2010 Equity Incentive Plan that, pursuant to the Restricted Stock Award Agreement between the Reporting Person and the Company dated as of January 16, 2012, will vest on January 16, 2015; and (v) 6,030,000 shares held by Super Marvel Limited, of which the Reporting Person is the executive director and a shareholder, and as such, is deemed to have or share voting and investment controls over such shares. Does not include the option to purchase 180,000 share of the Common Stock that does not vest until November 18, 2017.

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