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^*

Stone Chad

(Last)

(First)

(Middle)

416 S. BELL AVENUE

(Street)

AMES

50010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Renewable Energy Group, Inc. [ REGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2016

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⁽¹⁾	03/28/2016		A		9,685	A	$0.00	91,721	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)
Stock Appreciation Right	$9.06	03/28/2016		A		13,140		⁽²⁾	⁽²⁾	Common Stock	13,140	$0.00	13,140	D
Performance Rights	⁽³⁾	03/28/2016		A		9,535		⁽³⁾	03/28/2019	Common Stock	9,535	$0.00	9,535	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs") that will vest in full on 3/28/2020, subject to continued service as an employee of Renewable Energy Group, Inc. (the "Company"). RSUs may be settled only for shares of common stock on a one-for-one basis.

2. The Stock Appreciation Rights ("SARs") will vest with respect to 25% of the shares of common stock subject thereto on each of the four anniversaries following 3/28/2016, subject to continued service as an employee of the Company. The SARs shall cease to be exercisable (and if not previously exercised, shall terminate without the payment of any consideration therefore) on the earliest of (i) 3/28/2026, (ii) one year following the termination of employment with the Company by reason of death or disability, (iii) 90 days following any other termination of employment with the Company other than for cause and (iv) immediately prior to the termination of employment with the Company for cause.

3. Each performance right represents a contingent right to receive one share of REGI common stock, subject to continued employment and other conditions. Half of the Performance Based RSUs will vest upon REGI's common stock price equal to or exceeding a market price of $11.74 per share during the applicable performance period, based on the volume-weighted average stock price during any 20 consecutive trading days. The other 50% of the Performance Based RSUs will vest upon REGI's common stock price equal to or exceeding a market price of $13.50 per share during the applicable performance period, based on the volume-weighted average stock price during any 20 consecutive trading days.

Remarks:

	/s/ Natalie A. Merrill, Attorney-in-Fact	03/30/2016
	** 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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