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^*

Kaul Samir

(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)

X	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)

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)
Class A Common Stock	06/29/2011		C		8,159,934⁽³⁾	A	$0⁽³⁾	8,159,934	I	See Footnote⁽⁵⁾⁽⁶⁾
Class A Common Stock	06/29/2011		C		1,250,000⁽³⁾	A	$0⁽³⁾	9,409,934	I	See Footnote⁽⁵⁾⁽⁶⁾
Common Stock	06/29/2011		J⁽¹⁾		1,637,684	D	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Class B Common Stock	06/29/2011		J⁽¹⁾		1,637,684	A	$0⁽¹⁾	1,637,684	I	See Footnote⁽⁴⁾⁽⁵⁾
Class B Common Stock	06/29/2011		C		22,997,720⁽²⁾	A	$0⁽²⁾	24,635,404	I	See Footnote⁽⁴⁾⁽⁵⁾
Class B Common Stock	06/29/2011		C		19,712,314⁽²⁾	A	$0⁽²⁾	44,347,718	I	See Footnote⁽⁴⁾⁽⁵⁾
Common Stock	06/29/2011		J⁽¹⁾		50,478	D	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾
Class B Common Stock	06/29/2011		J⁽¹⁾		50,478	A	$0⁽¹⁾	50,478	I	See Footnote⁽⁷⁾
Class B Common Stock	06/29/2011		C		1,002,280⁽²⁾	A	$0⁽²⁾	1,052,758	I	See Footnote⁽⁷⁾
Class B Common Stock	06/29/2011		C		859,262⁽²⁾	A	$0⁽²⁾	1,912,020	I	See Footnote⁽⁷⁾

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			22,997,720	⁽²⁾	⁽²⁾	Class B Common Stock	22,997,720⁽²⁾	$0	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Series A-1 Preferred Stock	⁽²⁾	06/29/2011		C			19,712,314	⁽²⁾	⁽²⁾	Class B Common Stock	19,712,314⁽²⁾	$0	0	I	See Footnote⁽⁴⁾⁽⁵⁾
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⁾⁽⁶⁾
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⁾⁽⁶⁾
Series A Preferred Stock	⁽²⁾	06/29/2011		C			1,002,280	⁽²⁾	⁽²⁾	Class B Common Stock	1,002,280⁽²⁾	$0	0	I	See Footnote⁽⁷⁾
Series A-1 Preferred Stock	⁽²⁾	06/29/2011		C			859,262	⁽²⁾	⁽²⁾	Class B Common Stock	859,262⁽²⁾	$0	0	I	See Footnote⁽⁷⁾

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 certain securities held of record by certain members and affiliates of members of Khosla Ventures Associates II, LLC ("KVA II"), the general partner of Khosla II, but over which KVA II continues to possess voting and investment control. KVA II may also be deemed to possess voting and investment control over the shares owned by Khosla II and may be deemed to have indirect beneficial ownership of the shares held by Khosla II.

5. Mr. Kaul is a member of KVA II, and a member of Khosla Ventures Associates III, LLC ("KVA III"), the general partner of Khosla Ventures III, L.P. ("Khosla III"). As such, Mr. Kaul may be deemed to share voting and investment power over the shares controlled by KVA II and the shares held by Khosla II and Khosla III, and Mr. Kaul may be deemed to have indirect beneficial ownership of all such shares. Mr. Kaul disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

6. Consists of securities held of record by Khosla III. KVA III may be deemed to possess voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla III.

7. Consists of certain securities (the "Trust Securities") held of record by the following members and affiliates of members of KVA II: Kaul Revocable Trust, for which Samir Kaul is trustee; The EK 2010 Irrevocable Trust and The NK 2010 Irrevocable Trust, which are for the benefit of Mr. Kaul's children and for which Mr. Kaul's father is the trustee; The PK 2011 Grantor Retained Annuity Trust UID May 17, 2011, for which Mr. Kaul's spouse is the trustee; and The SK 2011 Grantor Retained Annuity Trust UID May 17, 2011, for which Mr. Kaul is the trustee. KVA II continues to possess voting and investment control over the Trust Securities. Mr. Kaul disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

	/s/ Christopher A. Artzer, attorney-in-fact	06/30/2011
	** Signature of Reporting Person	Date
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