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^*

Fagen Diane Kathleen

(Last)

(First)

(Middle)

501 WEST HIGHWAY 212

P.O. BOX 159

(Street)

GRANITE FALLS

56241

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US BioEnergy CORP [ USBE ]

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)
08/29/2007

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	08/29/2007		A		349,000	A	⁽¹⁾	349,000	D
Common Stock								8,925,062	I	By Platte Valley Energy, LLC⁽²⁾
Common Stock								4,362,500	I	By Global Ethanol, Inc.⁽³⁾
Common Stock								335,312	I	By husband

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)
Stock Option (right to buy)	$4							⁽⁴⁾	11/17/2015	Common Stock	812,500		812,500	I	By Global Ethanol, Inc.⁽³⁾
Stock Option (right to buy)	$4							⁽⁵⁾	01/28/2012	Common Stock	7,500		7,500	I	By husband
Stock Option (right to buy)	$4							⁽⁶⁾	11/28/2012	Common Stock	7,500		7,500	I	By husband

Explanation of Responses:

1. On August 29, 2007, US BioEnergy completed the acquisition of Millennium Ethanol, LLC. Total aggregate net consideration for the transaction was approximately $130,922,000, comprised of approximately 11,293,000 shares of US BioEnergy common stock and approximately $11,565,000 in cash. Holders of Millennium's Class A units received $0.1787 and 0.1745 shares of US BioEnergy common stock for each Class A unit held. The reporting person and her spouse jointly held 2,000,000 Millennium Class A units prior to the merger, and, therefore, received merger consideration consisting of 349,000 shares of US BioEnergy common stock and approximately $357,000 in cash. The closing price of US BioEnergy common stock on August 29, 2007 was $10.34.

2. The reporting person and her spouse are the members of the limited liability company that owns the reported securities.

3. The reporting person and her spouse own 92.40% of the corporation that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

4. The holder of this option may exercise it at any time.

5. The option is exercisable in three annual installments. The first two installments became exercisable on January 28, 2006 and January 28, 2007. The third installment becomes exercisable on January 28, 2008.

6. The option is exercisable in three annual installments. The first installment became exercisable on November 28, 2006. The next two installments become exercisable on November 28, 2007 and November 28, 2008.

	/s/ Diane Fagen	09/07/2007
	** 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).
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