SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kior Inc [ KIOR ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/29/2011		J⁽¹⁾		1,688,162	D	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class B Common Stock	06/29/2011		J⁽¹⁾		1,688,162	A	$0⁽¹⁾	1,688,162	I	See Footnote⁽⁴⁾
Class B Common Stock	06/29/2011		C		24,000,000⁽²⁾	A	$0⁽²⁾	25,688,162	I	See Footnote⁽⁴⁾
Class B Common Stock	06/29/2011		C		20,571,576⁽²⁾	A	$0⁽²⁾	46,259,738	I	See Footnote⁽⁴⁾
Class A Common Stock	06/29/2011		C		8,159,934⁽³⁾	A	$0⁽³⁾	8,159,934	I	See Footnote⁽⁵⁾
Class A Common Stock	06/29/2011		C		1,250,000⁽³⁾	A	$0⁽³⁾	9,409,934	I	See Footnote⁽⁵⁾
Class A Common Stock	06/29/2011		J⁽⁶⁾		1,250,000	A	$15	10,659,934	I	See Footnote⁽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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	06/29/2011		C			24,000,000	⁽²⁾	⁽²⁾	Class B Common Stock	24,000,000⁽²⁾	$0	0	I	See Footnote⁽⁴⁾
Series A-1 Preferred Stock	⁽²⁾	06/29/2011		C			20,571,576	⁽²⁾	⁽²⁾	Class B Common Stock	20,571,576⁽²⁾	$0	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock	⁽³⁾	06/29/2011		C			8,159,934	⁽³⁾	⁽³⁾	Class A Common Stock	8,159,934⁽³⁾	$0	0	I	See Footnote⁽⁵⁾
Series C Preferred Stock	⁽³⁾	06/29/2011		C			3,059,976	⁽³⁾	⁽³⁾	Class A Common Stock	1,250,000⁽³⁾	$0	0	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates II, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures III, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates III, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each outstanding share of Common Stock was redesignated as one share of the Issuer's Class B Common Stock.

2. Upon the closing of the Issuer's initial public offering, each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock automatically converted into one share of the Issuer's Class B Common Stock. The Series A Preferred Stock and Series A-1 Preferred Stock had no expiration date.

3. Upon the closing of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock and each outstanding share of Series C Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock at a conversion price equal to 80% of the initial public offering price. At an initial public offering price of $15.00, each share of Series C Preferred Stock converted into 0.4085 shares of Class A Common Stock. The Series B Preferred Stock and Series C Preferred Stock had no expiration date.

4. Consists of securities held of record by Khosla Ventures II, L.P. ("Khosla II") and securities that were originally purchased by Khosla II and then distributed by Khosla II to Khosla Ventures Associates II, LLC ("KVA II"), the general partner of Khosla II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. Vinod Khosla is the managing member of VK Services, LLC, which is the manager of KVA II. Each of KVA II, VK Services, LLC and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services, LLC and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

5. Consists of securities held of record by Khosla Ventures III, L.P. ("Khosla III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, LLC, which is the manager of KVA III. Each of KVA III, VK Services, LLC and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA III, VK Services, LLC and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

6. Consists of shares allocated to the Reporting Persons in connection with the Issuer's initial public offering, which shares were purchased by KFT Trust, for which Vinod Khosla and his spouse are the trustees. Vinod Khosla may be deemed to possess voting and investment control over such shares, and to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Remarks:

Exhibit List ------------------ Exhibit 24 - Power of Attorney

	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC, in its capacity as general partner of Khosla Ventures II, L.P.	06/30/2011
	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P.	06/30/2011
	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC	06/30/2011
	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC	06/30/2011
	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla, as Managing Member of VK Services, LLC	06/30/2011
	/s/ Kimberly Totah, as attorney-in-fact for Vinod Khosla	06/30/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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