SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Natural Gas Partners VIII, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2011
3. Issuer Name and Ticker or Trading Symbol
Renewable Energy Group, Inc. [ NONE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 10,304(1) D(3)
Common Stock 11,054(2) D(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (5) (5) Common Stock 2,559,808 (5) D(3)
Common Stock Warrant (Right to Buy) (7) (7) Common Stock 210,227 (6) D(3)
Common Stock Warrant (Right to Buy) (8) (8) Common Stock 187,500 $9.5 D(4)
Series A Preferred Stock (5) (5) Common Stock 2,559,808 (5) D(9)
Common Stock Warrant (Right to Buy) (7) (7) Common Stock 22,727 $11 D(9)
1. Name and Address of Reporting Person*
Natural Gas Partners VIII, L.P.

(Last) (First) (Middle)
125 E. JOHN CARPENTER FREEWAY
SUITE 600

(Street)
IRVING TX 75062

(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*
NGP Energy Technology Partners, L.P.

(Last) (First) (Middle)
1700 K STREET NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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*
NGP ETP, L.L.C.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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*
Energy Technology Partners, L.L.C.

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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*
DEUTCH PHILIP J

(Last) (First) (Middle)
1700 K STREET, NW
SUITE 750

(Street)
WASHINGTON DC 20006

(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. Includes 9,208 restricted stock units.
2. Includes 9,958 restricted stock units.
3. These securities are directly owned by Natural Gas Partners VIII, L.P. ("NGP VIII"). These securities may be deemed to be beneficially owned by G.F.W. Energy VIII, L.P. ("GFW LP") and GFW VIII, L.L.C. ("GFW LLC"). GFW LP is the general partner of NGP VIII. GFW LLC is the general partner of GFW LP. Each of GFW LP and GFW LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 ("Section 16") of the Securities Act of 1934, as amended, or for any other purpose.
4. These securities are directly owned by Energy Technology Partners, L.L.C. ("ETP"). These securities may be deemed to be beneficially owned by Philip J. Deutch ("Deutch"), who is the manager of ETP. Deutch disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
5. The convertible preferred stock is convertible at any time, at the holder's election, on a one-for-one basis (subject to adjustment as provided for in its certificate of designation) and has no expiration date.
6. Exercise Prices ranging from $9.50 to $11.00 per share.
7. The warrants are exercisable immediately with the last to expire on July 18, 2015.
8. The warrants are exercisable immediately with the last to expire on December 22, 2014.
9. These securities are directly owned by NGP Energy Technology Partners, L.P. ("NGP Energy Tech"). These securities may be deemed to be beneficially owned by NGP ETP, L.L.C. ("NGP ETP"), ETP and Deutch. NGP ETP is the general partner of NGP Energy Tech. ETP is the manager of NGP ETP. Deutch is the manager of ETP. Each of NGP ETP, ETP and Deutch disclaims beneficial ownership of the reported securities except to the extent of his or its peruniary interest therein, and this report shall not be deemed on admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Natural Gas Partners VIII, L.P., By: G.F.W. Energy VIII, L.P., Its: General Partner, By: GFW VIII, L.L.C., Its: General Partner, By: /s/ Kenneth A. Hersh, Its: Authorized Member 04/29/2011
NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch, Its: Authorized Member 04/29/2011
NGP ETP, L.L.C., By: Energy Technology Partners, L.L.C., Its: Manager, By: /s/ Philip J. Deutch, Its: Authorized Member 04/29/2011
Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager 04/29/2011
/s/ Philip J. Deutch 04/29/2011
** 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 5 (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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