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^*

Natural Gas Partners VIII, L.P.

(Last)

(First)

(Middle)

125 E. JOHN CARPENTER FREEWAY

SUITE 600

(Street)

IRVING

75062

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2012

4. 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 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⁾	01/03/2012		J		4,121	D	⁽¹⁾	0	D⁽²⁾
Common Stock⁽¹⁾	01/03/2012		J		4,421	D	⁽¹⁾	0	D⁽³⁾
Common Stock	01/24/2012		C		94,706	A	⁽⁴⁾	94,706	D⁽²⁾
Common Stock	01/24/2012		C		94,706	A	⁽⁴⁾	94,706	D⁽⁵⁾
Common Stock	01/24/2012		S		94,706	D	$9.3	0	D⁽²⁾
Common Stock	01/24/2012		S		94,706	D	$9.3	0	D⁽⁵⁾

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)
Class A Common Stock	⁽⁶⁾	01/03/2012		J		4,121		⁽⁶⁾	⁽⁶⁾	Common Stock	4,121	⁽¹⁾	4,121	D⁽²⁾
Class A Common Stock	⁽⁶⁾	01/03/2012		J		4,421		⁽⁶⁾	⁽⁶⁾	Common Stock	4,421	⁽¹⁾	4,421	D⁽³⁾
Series A Preferred Stock	⁽⁷⁾	01/24/2012		C			2,559,808	⁽⁷⁾	⁽⁷⁾	Common Stock	2,559,808	⁽⁷⁾	0	D⁽²⁾
Class A Common Stock	⁽⁷⁾	01/24/2012		C		1,357,544		⁽⁶⁾	⁽⁶⁾	Common Stock	1,357,544	⁽⁷⁾	1,361,665	D⁽²⁾
Series B Preferred Stock	⁽⁷⁾	01/24/2012		C		570,726		⁽⁸⁾	⁽⁸⁾	Common Stock	1,141,452	⁽⁷⁾	1,141,452	D⁽²⁾
Series A Preferred Stock	⁽⁷⁾	01/24/2012		C			2,559,808	⁽⁷⁾	⁽⁷⁾	Common Stock	2,559,808	⁽⁷⁾	0	D⁽⁵⁾
Class A Common Stock	⁽⁷⁾	01/24/2012		C		1,357,544		⁽⁶⁾	⁽⁶⁾	Common Stock	1,357,544	⁽⁷⁾	1,357,544	D⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	01/24/2012		C		570,726		⁽⁸⁾	⁽⁸⁾	Common Stock	1,141,452	⁽⁷⁾	1,141,452	D⁽⁵⁾
Common Stock Warrant (Right to Buy)	⁽⁹⁾	01/24/2012		J			210,227	⁽⁹⁾	⁽⁹⁾	Common Stock	210,227	⁽⁹⁾	0	D⁽²⁾
Class A Common Stock	⁽⁹⁾	01/24/2012		J		33,643		⁽⁶⁾	⁽⁶⁾	Common Stock	33,643	⁽⁹⁾	1,395,308	D⁽²⁾
Common Stock Warrant (Right to Buy)	⁽⁹⁾	01/24/2012		J			187,500	⁽⁹⁾	⁽⁹⁾	Common Stock	187,500	⁽⁹⁾	0	D⁽³⁾
Class A Common Stock	⁽⁹⁾	01/24/2012		J		30,006		⁽⁶⁾	⁽⁶⁾	Common Stock	30,006	⁽⁹⁾	34,427	D⁽³⁾
Common Stock Warrant (Right to Buy)	⁽⁹⁾	01/24/2012		J			22,727	⁽⁹⁾	⁽⁹⁾	Common Stock	22,727	⁽⁹⁾	0	D⁽⁵⁾
Class A Common Stock	⁽⁹⁾	01/24/2012		J		3,637		⁽⁶⁾	⁽⁶⁾	Common Stock	3,637	⁽⁹⁾	1,361,181	D⁽⁵⁾

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

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

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

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

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

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. On January 3, 2012, each share of REGI Common Stock was reclassified into one share of Class A Common Stock. This Form 4 reflects a 2.5 - for -1 reverse stock split effected on January 3, 2012.

2. 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.

3. 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.

4. On January 24, 2012, each of NGP VIII and NGP Energy Tech (as defined below) converted 94,706 shares of Class A Common Stock into 94,706 shares of REGI listed Common Stock and subsequently sold these shares in REGI's initial public offering.

5. 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 pecuniary 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.

6. The Class A Common Stock will automatically convert into shares of REGI listed Common Stock on a one-for-one basis on July 16, 2012, subject to the terms of the lock-up agreements entered into in connection with REGI's initial public offering.

7. On January 24, 2012, each share of Series A Preferred Stock was reclassified into 0.559398973893395 shares of Class A Common Stock and 0.222956790528082 shares of Series B Preferred Stock. Reflects redistribution of shares between certain shareholders of REGI pursuant to a separate letter agreement and the share conversion described in Note (4). The Series A Preferred Stock was convertible at any time, at the holder's election, and had no expiration date.

8. The right to exercise the conversion privilege of the Series B Preferred Stock into Common Stock will begin on July 16, 2012, subject to the terms and conditions of the lock-up agreements, and has no expiration date.

9. On January 24, 2012, all warrants to purchase REGI Common Stock were exchanged for shares of Class A Common Stock pursuant to the terms of separate warrant exchange agreements. The warrants were exercisable immediately, with the last set to expire on July 18, 2015.

	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	01/26/2012
	NGP Energy Technology Partners, L.P., By: NGP ETP, L.L.C., Its: General Partner, By: /s/ Philip J. Deutch, Its: Authorized Member	01/26/2012
	NGP ETP, L.L.C., By: Energy Technology Partners, L.L.C., Its: Manager, By: /s/ Philip J. Deutch, Its: Authorized Member	01/26/2012
	Energy Technology Partners, L.L.C., By: /s/ Philip J. Deutch, Title: Sole Member and Manager	01/26/2012
	/s/ Philip J. Deutch	01/26/2012
	** 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).
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