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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CAGAN LAIRD Q

(Last)

(First)

(Middle)

20400 STEVENS CREEK BLVD

SUITE 700

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AEMETIS, INC [ AMTX ]

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)
12/30/2013

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

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

X	Form filed by One Reporting Person
	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	12/30/2013		G	V	260,000	A	⁽⁴⁾	1,060,000	I	By the KQC and KRC Trusts dated July 15, 2002⁽⁵⁾
Common Stock	12/30/2013		G	V	4,520,000⁽²⁾	D	⁽²⁾	16,770,626⁽²⁾	I	by Cagan Capital, LLC⁽³⁾
Common Stock	12/30/2013		J	V	4,000,000⁽¹⁾	A	⁽¹⁾	7,213,257⁽¹⁾	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 (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)

Explanation of Responses:

1. Gift transfers of 2,000,000 shares each were made to the David Q Cagan 2013 Grantor Retained Annuity Trust and the Laird Q Cagan 2013 Grantor Retained Annuity Trust, with Reporting Person as Trustee of both. Total holding includes 600,000 shares issued for services to Company, 211,069 balance from warrant exercise, 36,667 warrant exercise, 655,011 issued pursuant to Note conversion, 1,710,510 beneficially owned by the Laird Q Cagan 2011 Grantor Retained Annuity Trust and 4,000,000 by the two GRATS referenced herein.

2. Reporting Person made gift transfers of 130,000 shares each to two family members and 130,000 shares each to his two minor daughters. Two million shares each were gifted to GRATs in the name of David Q Cagan 2013 Grantor Retained Annuity and the Laird Q Cagan 2013 Grantor Retained Annuity, with Laird Cagan as trustee of both. Total holding under Cagan Capital LLC includes 7,659,760 and 2,634,376 issued pursuant to Note Conversions; 1,480,000 balance of Founders Stock issued to CMCP and 4,996,490 balance of Founders Stock issued to Cagan Capital LLC.

3. Cagan Capital, LLC is a limited liability company managed and 100% owned by Reporting Person and his spouse.

4. Reporting Person gift transferred shares to his minor children. The shares came from initially held Founders Shares at $.001 each.

5. The KQC Trust and KRC Trust, both dated July 15, 2002, are trusts held by the minor children of Reporting Person who acts as Trustee.

	/s/ Laird Cagan	01/10/2014
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.