0000898432-14-000998.txt : 20140722 0000898432-14-000998.hdr.sgml : 20140722 20140722160438 ACCESSION NUMBER: 0000898432-14-000998 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140722 DATE AS OF CHANGE: 20140722 GROUP MEMBERS: BIOECON HOLDING B.V. GROUP MEMBERS: BIOECON INTERNATIONAL HOLDING N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kior Inc CENTRAL INDEX KEY: 0001418862 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86313 FILM NUMBER: 14986669 BUSINESS ADDRESS: STREET 1: 13001 BAY PARK ROAD CITY: PASADENA STATE: TX ZIP: 77507 BUSINESS PHONE: 281-694-8700 MAIL ADDRESS: STREET 1: 13001 BAY PARK ROAD CITY: PASADENA STATE: TX ZIP: 77507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOeCON B.V. CENTRAL INDEX KEY: 0001523900 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HOGEBRINKERWEG 15 E CITY: HOEVELAKEN STATE: P7 ZIP: 3871 KM BUSINESS PHONE: 31 33 254 04 73 MAIL ADDRESS: STREET 1: HOGEBRINKERWEG 15 E CITY: HOEVELAKEN STATE: P7 ZIP: 3871 KM SC 13D/A 1 sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
   
KiOR, INC.
(Name of Issuer)
  
Class A Common Stock, par value $0.0001 per share  
(Title of Class of Securities)
  
497217 10 9
(CUSIP Number)
  
BIOeCON B.V.
Hogebrinkerweg 15 e
3871 KM Hoevelaken
The Netherlands
Tel: +31 33 254 04 73
Attn: O.B. de Haseth

Copies to:

Whitney J. Smith, Esq.
K&L Gates LLP
599 Lexington Avenue
New York, New York 10022
                                   (212) 536-3900                                       
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
                    July 14, 2014                     
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.          o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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 497217 10 9


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
 
 
 
 
 
BIOeCON B.V.
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
 
 
(a)     o
 
 
(b)     o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions): OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A
o
6.
Citizenship or Place of Organization: The Netherlands
 

Number of
7.
Sole Voting Power: 0
Shares
 
 
Beneficially
8.
Shared Voting Power: 4,556,599 *
Owned by
 
 
Each
9.
Sole Dispositive Power: 0
Reporting
 
 
Person
10.
Shared Dispositive Power: 0
With
 
 

11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 *
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A
o
13.
Percent of Class Represented by Amount in Row (11): 7.14%*
 
14.
Type of Reporting Person (See Instructions): CO
 

*
The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V.  BIOeCON B.V. may be deemed to share voting power over these shares with BIOeCON Holding B.V., its controlling stockholder and BIOeCON International Holding N.V., the controlling stockholder of BIOeCON Holding B.V.  Percentage ownership is calculated based on 63,847,951 shares of Class A Common Stock issued and outstanding, as reported on the Definitive Proxy Statement filed by KiOR, Inc. with the Securities and Exchange Commission on June 25, 2014.




CUSIP 497217 10 9
 

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
 
 
 
 
 
BIOeCON Holding B.V.
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
 
 
(a)     o
 
 
(b)     o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions): N/A
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A
o
6.
Citizenship or Place of Organization: The Netherlands
 

Number of
7.
Sole Voting Power: 0
Shares
 
 
Beneficially
8.
Shared Voting Power: 4,556,599 *
Owned by
 
 
Each
9.
Sole Dispositive Power: 0
Reporting
 
 
Person
10.
Shared Dispositive Power: 0
With
 
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 *
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A
o
13.
Percent of Class Represented by Amount in Row (11): 7.14%*
 
14.
Type of Reporting Person (See Instructions): CO
 
 
*
The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V., of which BIOeCON Holding B.V. is a controlling stockholder and therefore may be deemed to share voting power with BIOeCON B.V. over the shares.




CUSIP 497217 10 9


1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
 
 
 
 
 
BIOeCON International Holding N.V.
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
 
 
(a)     o
 
 
(b)     o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions): N/A
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A
o
6.
Citizenship or Place of Organization: Curacao, Netherlands Antilles
 

Number of
7.
Sole Voting Power: 0
Shares
 
 
Beneficially
8.
Shared Voting Power: 4,556,599 *
Owned by
 
 
Each
9.
Sole Dispositive Power: 4,556,599 *
Reporting
 
 
Person
10.
Shared Dispositive Power: 0
With
 
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 *
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A
o
13.
Percent of Class Represented by Amount in Row (11): 7.14%*
 
14.
Type of Reporting Person (See Instructions): CO
 

*
The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V., of which BIOeCON International Holding N.V. controls as the controlling stockholder of BIOeCON Holding B.V.  BIOeCON International Holding N.V. has sole dispositive power over the shares, and may be deemed to share voting power.

 
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements Item 5 of the original statement on Schedule 13D filed on July 12, 2011 with the Securities and Exchange Commission and amended by that certain Amendment No. 1 to Schedule 13D filed on May 25, 2012, that certain Amendment No. 2 to Schedule 13D filed on October 2, 2012, that certain Amendment No. 3 to Schedule 13D filed on February 1, 2013 and that certain Amendment No. 4 to Schedule 13D filed on July 21, 2014 (as amended, the “Schedule 13D”), which relates to Class A Common Stock, par value $0.0001 per share (“Class A Stock”), of KiOR, Inc., a Delaware corporation (“KiOR”). Unless otherwise indicated, capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to such terms in the Schedule 13D.

This Amendment No. 5 is being filed to correct the open-market sales of Class A Stock disclosed in Amendment No. 4.  The table of open-market sales, and the resulting calculations of the amount and percentage of Class A Stock owned by BIOeCON BV, BIOeCON Holding BV and BIOeCON NV, inadvertently failed to include sales that occurred after July 11, 2014 but prior to the filing of Amendment No. 4.  Item 5 of this Amendment No. 5 discloses all sales which were disclosed in Amendment No. 4 as well as the additional sales which had been inadvertently omitted.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby deleted and replaced with the following:

As of July 21, 2014, BIOeCON BV owns 4,556,599 shares of Class A Stock, constituting 7.14% of the Class A Stock issued and outstanding as of that date.  BIOeCON Holding BV is a controlling stockholder of BIOeCON BV,  and BIOeCON NV is a controlling stockholder of BIOeCON Holding BV, and thus they may be deemed to share voting power with BIOeCON BV with respect to these 4,556,599 shares of Class A Stock.  BIOeCON NV has sole dispositive power with respect to these 4,556,599 shares of Class A Stock.

Since the Form 4 filed by BIOeCON BV on October 2, 2013, BIOeCON BV effected the following open-market sales of Class A Stock:

Date
Shares
Price per Share
3/27/2014
50,000
$0.38
3/28/2014
50,000
$0.37
5/23/2014
10,000
$0.52
5/28/2014
10,000
$0.55
6/4/2014
10,000
$0.41
6/9/2014
10,000
$0.44
6/11/2014
10,000
$0.41
6/12/2014
10,000
$0.42
6/13/2014
10,000
$0.41
6/16/2014
10,000
$0.41
6/17/2014
10,000
$0.40
6/18/2014
20,000
$0.40
6/19/2014
20,000
$0.38
6/20/2014
40,000
$0.36
6/23/2014
50,000
$0.36
6/24/2014
20,000
$0.36
6/25/2014
20,000
$0.37
6/26/2014
20,000
$0.40
6/27/2014
20,000
$0.38
6/30/2014
40,000
$0.37
7/1/2014
40,000
$0.36
7/2/2014
40,000
$0.36

Date
Shares
Price per Share
7/3/2014
32,000
$0.36
7/7/2014
50,000
$0.35
7/8/2014
60,000
$0.35
7/9/2014
60,000
$0.36
7/10/2014
59,977
$0.35
7/11/2014
60,000
$0.36
7/14/2014
100,000
 $0.38
7/15/2014
60,000
$0.38
7/16/2014
130,000
$0.38
7/17/2014
100,000
$0.36
7/18/2014
100,000
$0.37
7/21/2014
100,000
$0.36

Other than as set forth  this Item 5 above, there have been no transactions in Class A Stock effected by BIOeCON BV, BIOeCON Holding BV or BIOeCON NV during the sixty days on or prior to the date hereof.
 



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.

 
July 22, 2014
 
 
 
 
 
 
 
 
 
 
 
BIOeCON B.V.
 
 
 
 
 
 
 
 
 
 
 
By: BIOeCON Holding B.V., its Managing Director
 
 
By:BIOeCON International Holding N.V., its Managing Director
 
 
 
By: Orangefield Trust (Caribbean) N.V., its
 
 
 
Managing Director
 
 
 
 
 
 
 
 
 
 
  By: /s/ B. Bekkering
  Name: B. Bekkering
  Title: General Proxyholder
 
 
  By: /s/ L.M. Overmeer
  Name: L.M. Overmeer
  Title: Proxyholder
 
 
 
 
 
 By:
/s/ O.B. de Haseth
 
 
 
 
 Name:
O.B. de Haseth
 
 
 
 
 Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
BIOeCON HOLDING B.V.
 
 
 
 
 
 
 
 
 
 
 
By: BIOeCON International Holding N.V., its Managing Director
 
 
By: Orangefield Trust (Caribbean) N.V., its Managing Director
 
 
 
 
 
 
  By: /s/ B. Bekkering
  Name: B. Bekkering
  Title: General Proxyholder
 
 
  By: /s/ L.M. Overmeer
  Name: L.M. Overmeer
  Title: Proxyholder
 
 
 
By:
/s/ O.B. de Haseth
 
Name:
O.B. de Haseth
 
Title:
Director
 
 

 
BIOeCON INTERNATIONAL HOLDING N.V.
 
 
 
 
 
 
 
 
 
 
 
By: Orangefield Trust (Caribbean) N.V., its Managing Director
 
 
 
 
 
 
 
 
 
 
  By: /s/ B. Bekkering
 
 
Name:
B. Bekkering
 
 
 
Title:
General Proxyholder
 
 
 
 
 
 
 
 
 
 
 
  By: /s/ L.M. Overmeer
 
 
Name:
L.M. Overmeer
 
 
 
Title:
Proxyholder
 
 
 
 
 
 
 
 
 
 
 
  By: /s/ O.B. de Haseth
 
Name:
O.B. de Haseth
 
 
Title:
Director