| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kior Inc [ KIOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/23/2012 | M(1) | 5,000 | A | $0 | 7,100 | D | |||
| Class A Common Stock | 06/27/2012 | S(2) | 1,439 | D | $8.755(3) | 5,661 | D | |||
| Class A Common Stock | 10/22/2012 | M(4) | 25,000 | A | $1.98 | 30,661 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0(5) | 06/23/2011 | A | 25,000 | (6) | (6) | Class A Common Stock | 25,000 | $0 | 25,000 | D | ||||
| Restricted Stock Units | $0(5) | 06/23/2012 | M | 5,000 | (6) | (6) | Class A Common Stock | 5,000 | $0 | 20,000 | D | ||||
| Stock Options (Right to Buy) | $1.98 | 10/22/2012 | M | 25,000 | (7) | 07/27/2020 | Class A Common Stock | 25,000 | $0(1) | 535,000 | D | ||||
| Explanation of Responses: |
| 1. Represents the conversion, upon vesting, of the restricted stock units reported on Table II into Class A Common Stock. On June 23, 2011, the reporting person received 25,000 restricted stock units, of which 1/5, or 5,000 units, were vested on June 23, 2012. |
| 2. These sales were effected to satisfy the reporting person's federal income tax obligations with respect to the vesting of the restricted stock units reported on Table II. |
| 3. This price is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $8.752 to $8.772, inclusive. |
| 4. Represents the conversion, upon exercise, of the stock options reported on Table II into Class A Common Stock. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the issuer. |
| 6. These restricted stock units were acquired June 23, 2011 as part of a total award of 25,000 restricted stock units. One fifth of such restricted stock units vested on June 23, 2012, and the remainder will vest in equal annual installments on June 23 of each of 2013, 2014, 2015 and 2016. |
| 7. These options were acquired July 28, 2010 as part of a total award of 560,000 incentive stock options, as reported on the reporting person's Form 3 filed on June 23, 2011. One-fifth of the total number of shares subject to the option vested on June 1, 2011, the one-year anniversary of the vesting commencement date of such options, and the remainder have vested and will continue to vest in 48 equal monthly installments until the fifth anniversary of the vesting commencement date. |
| /s/ Christopher A. Artzer, attorney-in-fact | 10/25/2012 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||