UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)
 
 
China Biologic Products, Inc.
(Name of Issuer)
 
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
 
16938C106
(CUSIP Number)
 
 
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, NY  10017
(212) 878-0600
 
With a copy to:
 
Howard Zhang, Esq.
Davis Polk & Wardwell LLP
261F, Twin Towers West
B12, Jian Guo Men Wai Avenue
Beijing 100022
People's Republic of China
+(86) 10 8567 5002
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
December 16, 2010
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  o
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
1
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus Private Equity X, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,670,580*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,670,580*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,670,580*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.3%*
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
1 See Item 5.
 
2
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus X Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
149,420*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
149,420*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
149,420*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
less than 1%*
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
1 See Item 5.
 
3
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus X, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
1 See Item 5.
 
4
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus X LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1 See Item 5.
 
5
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus Partners, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1 See Item 5.
 
6
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus & Co.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1 See Item 5.
 
7
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Warburg Pincus LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
1 See Item 5.
 
8
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Charles R. Kaye
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
1 See Item 5.
 
9
 
 
 CUSIP No.  16938C106
1
NAME OF REPORTING PERSONS
 
Joseph P. Landy
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
N/A
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
4,820,000*
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
4,820,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,820,000*
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.9%*
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
1 See Item 5.
 
10
 
 
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on November 24, 2010 (the “Original Schedule 13D”, as amended and supplemented by the Schedule 13D/A filed on December 13, 2010, together with this Amendment No. 2, the “Schedule 13D”), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X”, and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”) and the sole general partner of each of the Funds, Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, Warburg Pincus Partners, LLC, a New York limited liability company (“WPP LLC”) and the sole member of WP X LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the Funds, Warburg Pincus & Co., a New York general partnership (“WP”) and the managing member of WPP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP collectively being referred to as the “Reporting Persons”). This Amendment No. 2 relates to the common stock, par value $0.0001 par value per share (the “Shares”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).
 
All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby supplemented by inserting the following before the last paragraph thereof:
 
On each of December 15, 2010 and December 16, 2010, the Funds made open-market purchases for a total of 50,000 Shares and 100,000 Shares, respectively, for an aggregate purchase price of $797,725 and $1,669,400, respectively, or an average price of $15.95 per Share and $16.69 per Share, respectively.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)      The percentages used herein are calculated based upon the 24,213,533 Shares outstanding as of November 12, 2010, as reported in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2010.
 
WP X is the direct owner of 4,670,580 Shares representing approximately 19.3% of the outstanding Shares.  WPP X is the direct owner of 149,420 Shares representing approximately 0.6% of outstanding Shares.
 
Due to their respective relationships with the Funds and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 4,820,000 Shares, representing approximately 19.9% of the outstanding Shares.  Each of WP, WP LLC, WPP LLC, WPX LLC, WP X LP, Mr. Kaye and Mr. Landy disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of all the Shares.
 
(b)      WP X is deemed to share voting power and disposition power over 4,670,580 with each of the Reporting Persons (other than WPP X). WPP X is deemed to share voting power and disposition power over 149,420 Shares with each of the Reporting Persons (other than WP X). Each of the Reporting Persons (other than the Funds) is deemed to share with the Funds the power to vote or to direct the vote and to dispose or to direct the disposition of 4,820,000 Shares.
 
(c)      Except for the transactions described in this Item 5 and in Items 3 and 4 above, no other transactions in the Shares were effected by the Reporting Persons or any persons set forth on Schedule I to the Original Schedule 13D since the filing of the Original Schedule 13D.
 
(d)      Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
 
(e)      Not applicable.
 
 
11
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: December 17, 2010
 
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
  
       
 
By: Warburg Pincus X, L.P., its general partner
  
 
By: Warburg Pincus X LLC, its general partner
  
 
By: Warburg Pincus Partners, LLC, its sole member
  
 
By: Warburg Pincus & Co., its managing member
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
       
 
WARBURG PINCUS X PARTNERS, L.P.
  
       
 
By: Warburg Pincus X, L.P., its general partner
  
 
By: Warburg Pincus X LLC, its general partner
  
 
By: Warburg Pincus Partners, LLC, its sole member
  
 
By: Warburg Pincus & Co., its managing member
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
       
 
WARBURG PINCUS X, L.P.
  
       
 
By: Warburg Pincus X LLC, its general partner
  
 
By: Warburg Pincus Partners, LLC, its sole member
  
 
By: Warburg Pincus & Co., its managing member
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
       
 
WARBURG PINCUS X LLC
  
       
 
By: Warburg Pincus Partners, LLC, its sole member
  
 
By: Warburg Pincus & Co., its managing member
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
       
 
WARBURG PINCUS PARTNERS, LLC
  
       
 
By: Warburg Pincus & Co., its managing member
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
 
 
12
 
 
 
WARBURG PINCUS & CO.
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Partner
  
       
       
       
 
WARBURG PINCUS LLC
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Scott A. Arenare
  
   
Title: Managing Director
  
       
 
CHARLES R. KAYE
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Charles R. Kaye
  
   
By: Scott A. Arenare, *Attorney-in-fact
  
       
 
JOSEPH P. LANDY
  
       
 
By:
/s/ Scott A. Arenare
  
   
Name: Joseph P. Landy
  
   
By: Scott A. Arenare, **Attorney-in-fact
  


* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.



13