Sec Form 4 Filing - West Central Cooperative @ Renewable Energy Group, Inc. - 2012-01-03

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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
West Central Cooperative
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)
406 FIRST STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2012
(Street)
RALSTON, IA51459
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 01/03/2012 J 4,107,130 D 0 D
Common Stock 01/24/2012 C 20,854 A 20,854 D
Common Stock 01/24/2012 S 20,854 D $ 9.3 0 D
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 ( 3 ) 01/03/2012 J 4,107,130 ( 3 ) ( 3 ) Common Stock 4,107,130 ( 1 ) 4,107,130 D
Series A Preferred Stock $ 11 01/24/2012 C 563,635 ( 4 ) ( 4 ) Common Stock 563,635 ( 5 ) 0 D
Class A Common Stock ( 3 ) 01/24/2012 C 314,120 ( 3 ) ( 3 ) Common Stock 314,120 ( 5 ) ( 5 ) 4,421,250 D
Series B Preferred Stock ( 6 ) 01/24/2012 C 125,666 ( 6 ) ( 6 ) Common Stock 251,332 ( 5 ) 251,332 D
Common Stock Warrant (Right to Buy) $ 11 01/24/2012 J 22,727 02/26/2010 07/18/2015 Common Stock 22,727 ( 7 ) 0 D
Class A Common Stock ( 3 ) 01/24/2012 J 3,737 ( 3 ) ( 3 ) Common Stock 3,737 ( 7 ) 4,424,987 D
Class A Common Stock ( 3 ) 01/24/2012 P 3,750 ( 3 ) ( 3 ) Common Stock 3,750 ( 8 ) 4,428,737 D
Class A Common Stock ( 3 ) 01/24/2012 C 20,854 ( 3 ) ( 3 ) Common Stock 20,854 ( 2 ) 4,407,883 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
West Central Cooperative
406 FIRST STREET
RALSTON, IA51459
X
Signatures
/s/ Jeffrey Stroburg, CEO 01/26/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 3, 2012, pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock of Renewable Energy Group, Inc. (the "Company") was reclassified into one share of Class A Common Stock.
( 2 )On January 24, 2012, West Central Cooperative converted 20,854 shares of Class A Common Stock into 20,854 shares of Nasdaq listed Common Stock of the Company and subsequentley sold these shares in the initial public offering of the Company.
( 3 )The Class A Common Stock will automatically convert into shares of Nasdaq listed Common Stock on a one-for-one basis on July 16, 2012, subject to the terms and conditions of the lock-up agreement entered into in connection with the Company's initial public offering, for no additional consideration.
( 4 )The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.
( 5 )On January 24, 2012, each share of Series A Preferred Stock was converted into 0.559398973893395 shares of Class A Common Stock and 0.222956790528082 shares of Series B Preferred Stock. Reflects redistribution of shares between West Central Cooperative and certain shareholders of the Company pursuant to a letter agreement.
( 6 )The right to exercise the conversion privilege of Series B Preferred Stock into Common Stock will begin on July 16, 2012, subject to the terms and conditions of the lock-up agreement entered into in connection with the Company's initial public offering, and has no expiration date. The Series B Preferred Stock is convertible for no consideration.
( 7 )On January 24, 2012, pursuant to a reclassification exempt under Rule 16b-7, all warrants to purchase Common Stock of the Company held by West Central Cooperative were exchanged for shares of Class A Common Stock.
( 8 )On January 24, 2012, the Company exercised its call right with respect to equity membership interests of Seneca Landlord, LLC held by Seneca Biodiesel Holdco, LLC, an entity which holds all of the equity interests in Seneca Landlord, LLC and which is owned by three significant stockholders of the Company or their affiliates: Bunge North Ame rica, Inc., USRG HoldcoV, LLC and West Central Cooperative. As a result of the exercise of the call right, the Company issued 3,750 shares of its Class A Common Stock to West Cental Cooperative.

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