0001193125-13-291788.txt : 20130716 0001193125-13-291788.hdr.sgml : 20130716 20130716161121 ACCESSION NUMBER: 0001193125-13-291788 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130716 DATE AS OF CHANGE: 20130716 GROUP MEMBERS: USRG HOLDCO V, LLC GROUP MEMBERS: USRG POWER & BIOFUELS FUND II GP, LLC GROUP MEMBERS: USRG POWER & BIOFUELS FUND II, LP GROUP MEMBERS: USRG POWER & BIOFUELS FUND II-A, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Renewable Energy Group, Inc. CENTRAL INDEX KEY: 0001463258 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 264785427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86604 FILM NUMBER: 13970530 BUSINESS ADDRESS: STREET 1: 416 S. BELL AVENUE CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 515-239-8000 MAIL ADDRESS: STREET 1: 416 S. BELL AVENUE CITY: AMES STATE: IA ZIP: 50010 FORMER COMPANY: FORMER CONFORMED NAME: REG Newco, Inc. DATE OF NAME CHANGE: 20090501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USRG Management Company, LLC CENTRAL INDEX KEY: 0001519093 IRS NUMBER: 770667147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BLVD., SUITE 4050 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310 586-3920 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BLVD., SUITE 4050 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 d569397dsc13da.htm SCHEDULE 13D AMENDMENT NO.7 Schedule 13D Amendment No.7

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

RENEWABLE ENERGY GROUP, INC.

(Name of Issuer)

COMMON STOCK

SERIES B PREFERRED STOCK

(Title of Class of Securities)

COMMON STOCK: 75972A 301

SERIES B PREFERRED STOCK: 75972A 50 9

(CUSIP Number)

Derek Bacon

c/o U.S. Renewables Group

2425 Olympic Boulevard, Suite 4050W

Santa Monica, CA 90404

(310) 586-3920

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 9, 2013 – July 12, 2013

(Dates of Events which Require Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP NO.: Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9  

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

USRG Power & Biofuels Fund II GP, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

Sole Voting Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

     8.   

Shared Voting Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

     9.   

Sole Dispositive Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

   10.   

Shared Dispositive Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

COMMON STOCK: 2,610,765 SHARES*

SERIES B PREFERRED STOCK: 755,519 SHARES

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

COMMON STOCK: 8.1%

SERIES B PREFERRED STOCK: 25.2%

14.  

TYPE OF REPORTING PERSON

 

OO

 

* Includes 1,099,727 shares of Common Stock and 755,519 shares of Series B Preferred Stock, which shares are convertible (assuming no accrued and unpaid dividends and no adjustments to the conversion price) into 1,511,038 shares of Common Stock.

CUSIP NO.: Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9  

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

USRG Power & Biofuels Fund II, LP

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

Sole Voting Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

     8.   

Shared Voting Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

     9.   

Sole Dispositive Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

   10.   

Shared Dispositive Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

COMMON STOCK: 2,610,765 SHARES*

SERIES B PREFERRED STOCK: 755,519 SHARES

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

COMMON STOCK: 8.1%

SERIES B PREFERRED STOCK: 25.2%

14.  

TYPE OF REPORTING PERSON

 

PN

CUSIP NO.: Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9  

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

USRG Power & Biofuels Fund II-A, LP

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

Sole Voting Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

     8.   

Shared Voting Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

     9.   

Sole Dispositive Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

   10.   

Shared Dispositive Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

COMMON STOCK: 2,610,765 SHARES*

SERIES B PREFERRED STOCK: 755,519 SHARES

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

COMMON STOCK: 8.1%

SERIES B PREFERRED STOCK: 25.2%

14.  

TYPE OF REPORTING PERSON

 

PN

CUSIP NO.: Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9  

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

USRG Management Company, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

Sole Voting Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

     8.   

Shared Voting Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

     9.   

Sole Dispositive Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

   10.   

Shared Dispositive Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

COMMON STOCK: 2,610,765 SHARES*

SERIES B PREFERRED STOCK: 755,519 SHARES

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

COMMON STOCK: 8.1%

SERIES B PREFERRED STOCK: 25.2%

14.  

TYPE OF REPORTING PERSON

 

OO

CUSIP NO.: Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9  

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

USRG Holdco V, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

Sole Voting Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

     8.   

Shared Voting Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

     9.   

Sole Dispositive Power:

 

Common Stock: - 0 - Shares

Series B Preferred Stock: - 0 - Shares

   10.   

Shared Dispositive Power:

 

Common Stock: 2,610,765 Shares*

Series B Preferred Stock: 755,519 Shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

COMMON STOCK: 2,610,765 SHARES*

SERIES B PREFERRED STOCK: 755,519 SHARES

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

COMMON STOCK: 8.1%

SERIES B PREFERRED STOCK: 25.2%

14.  

TYPE OF REPORTING PERSON

 

OO

AMENDMENT NO. 7 TO SCHEDULE 13D

This Amendment No. 7 to Schedule 13D amends the previous Schedule 13D filed by the Reporting Persons on February 15, 2012, as amended by Amendment No. 1 filed on February 13, 2013, as amended by Amendment No. 2 filed on April 30, 2013, as amended by Amendment No. 3 filed on June 3, 2013, as amended by Amendment No. 4 filed on June 28, 2013, as amended by Amendment No. 5 filed on July 2, 2013, as amended by Amendment No. 6 filed on July 11, 2013 (collectively as amended, the “Original 13D”), relating to the Common Stock and Series B Preferred Stock of Renewable Energy Group, Inc., a Delaware corporation (the “Issuer”). Except as amended herein, the information set forth in the Original 13D is unchanged and has been omitted from this Amendment No. 7. Capitalized terms used herein without definition have the meanings assigned thereto in the Original 13D.

 

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Original 13D is hereby supplemented with the following:

On May 30, 2013, USRG Holdco V, LLC (“Holdco V”) entered into a Rule 10b5-1 Trading Plan (the “Plan”) with UBS Financial Services Inc. (“UBSFS”) providing for the sale by UBSFS on Holdco V’s behalf during the term of the Plan of up to an aggregate of 3,189,624 shares of the Issuer’s Common Stock at a minimum predetermined price per share and subject to the terms and conditions of the Plan. Sales may be made under the Plan during the period beginning on June 13, 2013 and ending on May 31, 2014, subject to earlier termination under certain limited circumstances.

As was reported under Amendment No. 4 to Schedule 13D, Holdco V sold 406,597 shares under the Plan of the Issuer’s Common Stock from June 13, 2013 through June 25, 2013. This disposition represents a 1.2% change in ownership of Issuer’s Common Stock.

As was reported under Amendment No. 5 to Schedule 13D, Holdco V sold 524,361 shares under the Plan of the Issuer’s Common Stock from June 26, 2013 through June 28, 2013. This disposition represents a 1.6% change in ownership of Issuer’s Common Stock.

As was reported under Amendment No. 6 to Schedule 13D, Holdco V sold 570,623 shares under the Plan of the Issuer’s Common Stock from July 1, 2013 through July 8, 2013. This disposition represents a 1.8% change in ownership of Issuer’s Common Stock.

From July 9, 2013 through July 12, 2013, Holdco V sold 588,316 shares under the Plan of the Issuer’s Common Stock. This disposition represents a 1.8% change in ownership of Issuer’s Common Stock.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT SECURITIES OF THE ISSUER.

Item 6 of the Original 13D is hereby supplemented with the following:

The information with respect to the Plan set forth under Item 4 above is incorporated into this Item 6 by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 16, 2013

 

USRG POWER & BIOFUELS FUND II GP, LLC
By:  

 /s/ Jonathan Koch

  Jonathan Koch, Managing Director
USRG POWER & BIOFUELS FUND II, LP

By: USRG Power & Biofuels Fund II GP, LLC,

its General Partner

By:  

 /s/ Jonathan Koch

  Jonathan Koch, Managing Director
USRG POWER & BIOFUELS FUND II-A, LP

By: USRG Power & Biofuels Fund II GP, LLC,

its General Partner

By:  

 /s/ Jonathan Koch

  Jonathan Koch, Managing Director
USRG MANAGEMENT COMPANY, LLC
By:  

 /s/ Jonathan Koch

  Jonathan Koch, Managing Director
USRG HOLDCO V, LLC

By: USRG Management Company, LLC,

its Manager

By:  

 /s/ Jonathan Koch

  Jonathan Koch, Managing Director