Sec Form 4 Filing - Natural Gas Partners VIII, L.P. @ Renewable Energy Group, Inc. - 2012-01-24

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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
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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1. Name and Address of Reporting Person
Natural Gas Partners VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Renewable Energy Group, Inc. [ REGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2012
(Street)
IRVING, TX75062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 01/03/2012 J 4,121 D 0 D ( 2 )
Common Stock ( 1 ) 01/03/2012 J 4,421 D 0 D ( 3 )
Common Stock 01/24/2012 C 94,706 A 94,706 D ( 2 )
Common Stock 01/24/2012 C 94,706 A 94,706 D ( 5 )
Common Stock 01/24/2012 S 94,706 D $ 9.3 0 D ( 2 )
Common Stock 01/24/2012 S 94,706 D $ 9.3 0 D ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock ( 6 ) 01/03/2012 J 4,121 ( 6 ) ( 6 ) Common Stock 4,121 ( 1 ) 4,121 D ( 2 )
Class A Common Stock ( 6 ) 01/03/2012 J 4,421 ( 6 ) ( 6 ) Common Stock 4,421 ( 1 ) 4,421 D ( 3 )
Series A Preferred Stock ( 7 ) 01/24/2012 C 2,559,808 ( 7 ) ( 7 ) Common Stock 2,559,808 ( 7 ) 0 D ( 2 )
Class A Common Stock ( 7 ) 01/24/2012 C 1,357,544 ( 6 ) ( 6 ) Common Stock 1,357,544 ( 7 ) 1,361,665 D ( 2 )
Series B Preferred Stock ( 7 ) 01/24/2012 C 570,726 ( 8 ) ( 8 ) Common Stock 1,141,452 ( 7 ) 1,141,452 D ( 2 )
Series A Preferred Stock ( 7 ) 01/24/2012 C 2,559,808 ( 7 ) ( 7 ) Common Stock 2,559,808 ( 7 ) 0 D ( 5 )
Class A Common Stock ( 7 ) 01/24/2012 C 1,357,544 ( 6 ) ( 6 ) Common Stock 1,357,544 ( 7 ) 1,357,544 D ( 5 )
Series B Preferred Stock ( 7 ) 01/24/2012 C 570,726 ( 8 ) ( 8 ) Common Stock 1,141,452 ( 7 ) 1,141,452 D ( 5 )
Common Stock Warrant (Right to Buy) ( 9 ) 01/24/2012 J 210,227 ( 9 ) ( 9 ) Common Stock 210,227 ( 9 ) 0 D ( 2 )
Class A Common Stock ( 9 ) 01/24/2012 J 33,643 ( 6 ) ( 6 ) Common Stock 33,643 ( 9 ) 1,395,308 D ( 2 )
Common Stock Warrant (Right to Buy) ( 9 ) 01/24/2012 J 187,500 ( 9 ) ( 9 ) Common Stock 187,500 ( 9 ) 0 D ( 3 )
Class A Common Stock ( 9 ) 01/24/2012 J 30,006 ( 6 ) ( 6 ) Common Stock 30,006 ( 9 ) 34,427 D ( 3 )
Common Stock Warrant (Right to Buy) ( 9 ) 01/24/2012 J 22,727 ( 9 ) ( 9 ) Common Stock 22,727 ( 9 ) 0 D ( 5 )
Class A Common Stock ( 9 ) 01/24/2012 J 3,637 ( 6 ) ( 6 ) Common Stock 3,637 ( 9 ) 1,361,181 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Natural Gas Partners VIII, L.P.
125 E. JOHN CARPENTER FREEWAY
SUITE 600
IRVING, TX75062
X
NGP Energy Technology Partners, L.P.
1700 K STREET NW
SUITE 750
WASHINGTON, DC20006
X
NGP ETP, L.L.C.
1700 K STREET, NW
SUITE 750
WASHINGTON, DC20006
X
Energy Technology Partners, L.L.C.
1700 K STREET, NW
SUITE 750
WASHINGTON, DC20006
X
DEUTCH PHILIP J
1700 K STREET, NW
SUITE 750
WASHINGTON, DC20006
X
Signatures
Natural Gas Partners VIII, L.P., By: G.F.W. Energy VIII, L.P., Its: General Partner, By: GFW VIII, L.L.C., Its: General Partner, By: /s/ Kenneth A. Hersh, Its: Authorized Member 01/26/2012
Signature of Reporting Person Date
NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch, Its: Authorized Member 01/26/2012
Signature of Reporting Person Date
NGP ETP, L.L.C., By: Energy Technology Partners, L.L.C., Its: Manager, By: /s/ Philip J. Deutch, Its: Authorized Member 01/26/2012
Signature of Reporting Person Date
Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager 01/26/2012
Signature of Reporting Person Date
/s/ Philip J. Deutch 01/26/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 3, 2012, each share of REGI Common Stock was reclassified into one share of Class A Common Stock. This Form 4 reflects a 2.5 - for -1 reverse stock split effected on January 3, 2012.
( 2 )These securities are directly owned by Natural Gas Partners VIII, L.P. ("NGP VIII"). These securities may be deemed to be beneficially owned by G.F.W. Energy VIII, L.P. ("GFW LP") and GFW VIII, L.L.C. ("GFW LLC"). GFW LP is the general partner of NGP VIII. GFW LLC is the general partner of GFW LP. Each of GFW LP and GFW LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 ("Section 16") of the Securities Act of 1934, as amended, or for any other purpose.
( 3 )These securities are directly owned by Energy Technology Partners, L.L.C. ("ETP"). These securities may be deemed to be beneficially owned by Philip J. Deutch ("Deutch"), who is the manager of ETP. Deutch disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 4 )On January 24, 2012, each of NGP VIII and NGP Energy Tech (as defined below) converted 94,706 shares of Class A Common Stock into 94,706 shares of REGI listed Common Stock and subsequently sold these shares in REGI's initial public offering.
( 5 )These securities are directly owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), ETP and Deutch. NGP ETP is the general partner of NGP Energy Tech. ETP is the manager of NGP ETP. Deutch is the manager of ETP. Each of NGP ETP, ETP and Deutch disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed on admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 6 )The Class A Common Stock will automatically conve rt into shares of REGI listed Common Stock on a one-for-one basis on July 16, 2012, subject to the terms of the lock-up agreements entered into in connection with REGI's initial public offering.
( 7 )On January 24, 2012, each share of Series A Preferred Stock was reclassified into 0.559398973893395 shares of Class A Common Stock and 0.222956790528082 shares of Series B Preferred Stock. Reflects redistribution of shares between certain shareholders of REGI pursuant to a separate letter agreement and the share conversion described in Note (4). The Series A Preferred Stock was convertible at any time, at the holder's election, and had no expiration date.
( 8 )The right to exercise the conversion privilege of the Series B Preferred Stock into Common Stock will begin on July 16, 2012, subject to the terms and conditions of the lock-up agreements, and has no expiration date.
( 9 )On January 24, 2012, all warrants to purchase REGI Common Stock were exchanged for shares of Class A Common Stock pursuant to the terms of separate warrant exchange agreements. The warrants were exercisable immediately, with the last set to expire on July 18, 2015.

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