0000898432-14-001052.txt : 20140819 0000898432-14-001052.hdr.sgml : 20140819 20140819160218 ACCESSION NUMBER: 0000898432-14-001052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140819 DATE AS OF CHANGE: 20140819 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: 141052105 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 sc13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
  
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)

August 18, 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: 3,109,213*
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: 3,109,213*
    
 
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): 4.85%*
  
 14. 
Type of Reporting Person (See Instructions): CO
  
 
 
*
The amount of securities beneficially owned represents 3,109,213 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 64,125,753 shares of Class A Common Stock issued and outstanding, as reported on the Form 10-Q filed by KiOR, Inc. with the Securities and Exchange Commission on August 11, 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: 3,109,213*
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: 3,109,213*
  
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): 4.85%*
      
14.
Type of Reporting Person (See Instructions): CO
   
 
 
*
The amount of securities beneficially owned represents 3,109,213 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: 3,109,213*
Owned by
Each 9. Sole Dispositive Power: 3,109,213*
Reporting
        
Person
 10. Shared Dispositive Power: 0
With
      
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 3,109,213*
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): 4.85%*
    
14.
Type of Reporting Person (See Instructions): CO
  
 
*
The amount of securities beneficially owned represents 3,109,213 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. 7 to Schedule 13D (this “Amendment No. 7”) 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, that certain Amendment No. 4 to Schedule 13D filed on July 21, 2014, that certain Amendment No. 5 to Schedule 13D filed on July 22, 2014 and that certain Amendment No. 6 to Schedule 13D filed on August 8, 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. 7 have the meanings ascribed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

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

As of August 18, 2014, BIOeCON BV owns 3,109,213 shares of Class A Stock, constituting 4.85% 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 3,109,213 shares of Class A Stock. BIOeCON NV has sole dispositive power with respect to these 3,109,213 shares of Class A Stock.

Since the Schedule 13D filed by BIOeCON BV on August 8, 2014, BIOeCON BV effected the following open-market sales of Class A Stock:

Date
 
Shares
 
Price per Share
 
8/8/2014
50,000
$0.25
8/13/2014
200,000
$0.19
8/14/2014
150,000
$0.18
8/15/2014
26,300
$0.15
8/18/2014
300,000
$0.13

Other than as set forth in this Item 5, there have been no transactions in Class A Stock effected by BIOeCON BV, BIOeCON Holding BV or BIOeCON NV since the most recent filing of Schedule 13D by BIOeCON BV.

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.
 
 
August 19, 2014
 
 
BIOeCON B.V.
 
 
 
By:  BIOeCON Holding B.V., its Managing Director
 
By: BIOeCON International Holding N.V., its Managing Director
 
 
 
By: Orangefield (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
 
 
 
 
BIOeCON HOLDING B.V.
 
 
By:  BIOeCON International Holding N.V., its Managing Director
 
By: Orangefield (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
 
 
BIOeCON INTERNATIONAL HOLDING N.V.
 
 
 
 
By: Orangefield (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