Sec Form 4 Filing - USRG Holdco V, LLC @ Renewable Energy Group, Inc. - 2013-07-08

Insider filing report for Changes in Beneficial Ownership
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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
USRG Holdco V, LLC
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)
2425 OLYMPIC BLVD., SUITE 4050 W
3. Date of Earliest Transaction (MM/DD/YY)
07/08/2013
(Street)
SANTA MONICA, CA90404
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, par value $0.0001 07/08/2013 S( 1 ) 279,479 D $ 15.2982 ( 2 ) ( 3 ) 3,199,081 ( 4 ) D ( 5 ) ( 6 )
Common Stock, par value $0.0001 07/09/2013 S( 1 ) 130,981 D $ 15.3657 ( 3 ) ( 7 ) 3,068,100 ( 8 ) D ( 5 ) ( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
USRG Holdco V, LLC
2425 OLYMPIC BLVD., SUITE 4050 W
SANTA MONICA, CA90404
X
USRG Power & Biofuels Fund II GP, LLC
2425 OLYMPIC BLVD., SUITE 4050 W
SANTA MONICA, CA90404
X
USRG Management Company, LLC
2425 OLYMPIC BLVD., SUITE 4050 W
SANTA MONICA, CA90404
X
USRG POWER & BIOFUELS FUND II LP
2425 OLYMPIC BLVD., SUITE 4050 W
SANTA MONICA, CA90404
X
USRG POWER & BIOFUELS FUND II-A LP
2425 OLYMPIC BLVD., SUITE 4050 W
SANTA MONICA, CA90404
X
Koch Jonathan
10 BANK STREET, SUITE 580
WHITE PLAINS, NY10606
X
Signatures
Jonathan Koch 07/10/2013
Signature of Reporting Person Date
Jonathan Koch 06/17/2013
Signature of Reporting Person Date
Jonathan Koch 06/17/2013
Signature of Reporting Person Date
Jonathan Koch 06/17/2013
Signature of Reporting Person Date
Jonathan Koch 06/17/2013
Signature of Reporting Person Date
Jonathan Koch 06/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the selling party on May 30, 2013.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.55 to $15.69, inclusive.
( 3 )The reporting persons undertake to provide to Renewable Energy Group, Inc. (REGI), any security holder of REGI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes of this Form 4.
( 4 )Includes 1,967,522 shares of Common Stock and 755,519 shares of Series B Preferred Stock, which shares are convertible (assuming no accrued and unpaid dividends and no adjustments to the conversion price) into 1,511,038 shares of Common Stock.
( 5 )USRG Power & Biofuels Fund II, LP ("Fund II") and USRG Power & Biofuels Fund II-A, LP ("Fund II-A") are members of USRG Holdco V, LLC. USRG Power & Biofuels Fund II GP, LLC ("Fund II GP") is the general partner of Fund II and Fund II-A. USRG Management Company, LLC ("Management Company") is a manager of USRG Holdco V, LLC and and the management company for Fund II and Fund II-A. Jonathan Koch is a director of the issuer. An affiliate of Mr. Koch is a member of Fund II GP and indirectly a member of Management Company.
( 6 )Fund II, Fund II-A, Fund II GP, Management Company and Mr. Koch may be deemed to indirectly beneficially own the securities of the issuer owned by USRG Holdco V, LLC. Each of Fund II, Fund II-A, Fund II GP, Management Company, and Mr. Koch expressly disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes, except to the extent of any pecuniary interest therein.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.90 to $15.71, inclusive.
( 8 )Includes 1,557,062 shares of Common Stock and 755,519 shares of Series B Preferred Stock, which shares are convertible (assuming no accrued and unpaid dividends and no adjustments to the conversion price) into 1,511,038 shares of Common Stock.

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