0000904454-11-000437.txt : 20110810 0000904454-11-000437.hdr.sgml : 20110810 20110810151210 ACCESSION NUMBER: 0000904454-11-000437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110810 DATE AS OF CHANGE: 20110810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Peterson Stuart L CENTRAL INDEX KEY: 0001524114 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O ARTIS CAPITAL MANAGEMENT, L.P. STREET 2: 1 MARKET PLAZA, STEUART TOWER, 27TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 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: 111024158 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 SC 13D/A 1 s13da_081011-kior.htm AMENDMENT TO SCHED 13D FOR KIOR, INC. BY STUART L. PETERSON s13da_081011-kior.htm
 
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KiOR, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $.0001 per share
(Title of Class of Securities)
 
064058916
(CUSIP Number)
 
COPY TO:
Michael P. Dimitruk
Artis Capital Management, L.P.
One Market Plaza
Steuart Tower, Floor 27
San Francisco, CA 94105
(415) 344-6200
Jacob E. Comer
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 9, 2011
(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 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 §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 No. 064058916


1.
NAME OF REPORTING PERSON
 
STUART L. PETERSON
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [X]
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
U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
16,468,728
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
16,468,728
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,468,728
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.1%1
14.
TYPE OF REPORTING PERSON
IN, HC

 

1
Percentage calculations are based upon 39,133,134 issued and outstanding shares of Class A Common Stock immediately after the Issuer’s initial public offering as reported in the Issuer’s Section 424(b) Final Prospectus.

 
 
 
CUSIP No. 064058916

AMENDMENT NO. 2 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 5, 2011, as amended by Amendment No. 1 thereto filed on August 4, 2011 (as so amended, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 5.
Interest in Securities of Issuer

Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:

(a) and (b)

For the reasons described in Item 3 above, the Reporting Person may be deemed to beneficially own 16,468,728 shares of Class A Common Stock; however, the filing of this statement shall not be construed as an admission that he is the beneficial owner of such securities.  The shares would comprise 42.1% of the total issued and outstanding Class A Common Stock (calculated based on 39,133,134 issued and outstanding shares of Class A Common Stock immediately after the Issuer’s initial public offering, as reported in the Issuer’s Section 424(b) Final Prospectus).  With respect to all of such shares of Class A Common Stock, the Reporting Person may be deemed to have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of such securities.

(c)

The trading dates, number of shares of Class A Common Stock purchased or sold, and the price per share for all transactions attributable to the Reporting Person in the shares of Class A Common Stock, within the past 60 days are set forth below:
 
 
 
 
 

Name
Date
Price Per Share
Number of
Shares Purchased/
(Sold)(1)
Where and How Transaction was Effected
Reporting Person
6/24/2011
(2)
11,866,584
Conversion of preferred stock
Reporting Person
6/24/2011
$14.98*
313,608
Open market purchase
Reporting Person
6/24/2011
$15.00
2,250,000
Allocation in initial public offering
Reporting Person
6/27/2011
$15.00
89,770
Open market purchase
Reporting Person
6/28/2011
$14.90*
179,326
Open market purchase
Reporting Person
6/29/2011
$14.95
44,227
Open market purchase
Reporting Person
6/30/2011
$15.05*
107,452
Open market purchase
Reporting Person
7/01/2011
$15.02*
5,600
Open market purchase
Reporting Person
7/05/2011
$14.95*
2,776
Open market purchase
Reporting Person
7/06/2011
$14.97*
3,300
Open market purchase
Reporting Person
7/07/2011
$15.01*
6,585
Open market purchase
Reporting Person
7/08/2011
$14.98*
20,634
Open market purchase
Reporting Person
7/11/2011
$15.12*
119,877
Open market purchase
Reporting Person
7/12/2011
$15.00*
45,029
Open market purchase
Reporting Person
7/14/2011
$15.02*
3,909
Open market purchase
Reporting Person
7/15/2011
$15.10*
100
Open market purchase
Reporting Person
7/18/2011
$15.01*
48,014
Open market purchase
Reporting Person
7/19/2011
$14.80*
235,776
Open market purchase
Reporting Person
7/20/2011
$14.85*
52,161
Open market purchase
Reporting Person
7/21/2011
$14.84*
29,982
Open market purchase
Reporting Person
7/22/2011
$14.82*
54,754
Open market purchase
Reporting Person
7/25/2011
$14.98*
22,578
Open market purchase
Reporting Person
7/26/2011
$14.87*
54,400
Open market purchase
Reporting Person
7/27/2011
$14.68*
74,243
Open market purchase
Reporting Person
7/28/2011
$14.54*
72,298
Open market purchase
Reporting Person
7/29/2011
$14.49*
61,251
Open market purchase
Reporting Person
8/01/2011
$14.41*
19,412
Open market purchase
Reporting Person
8/02/2011
$14.15*
107,157
Open market purchase
Reporting Person
8/03/2011
$13.99*
172,002
Open market purchase
Reporting Person
8/04/2011
$12.80*
174,523
Open market purchase
Reporting Person
8/05/2011
$11.98*
49,683
Open market purchase
Reporting Person
8/08/2011
$11.12*
23,617
Open market purchase
Reporting Person
8/09/2011
$9.79*
158,100
Open market purchase

Explanation of Responses:
(1) - By virtue of the relationships described in Item 3 above, the Reporting Person may be deemed to beneficially own the securities of the Issuer held by the Funds; however, he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) - Upon the closing of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock and each outstanding share of Series C Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock at a conversion price equal to 80% of the initial public offering price. At the initial public offering price of $15.00, each share of Series C Preferred Stock converted into 0.4085 shares of Class A Common Stock.

* The Reporting Person undertakes, upon request by the SEC staff, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares purchased or sold at each separate price.  The transactions effected on 6/24/2011 occurred at prices ranging from $14.75 to $15.00.  The transactions effected on 6/28/2011 occurred at prices ranging from $14.75 to $14.92.  The transactions effected on 6/30/2011 occurred at prices ranging from $14.81 to $15.15.  The transactions effected on 7/01/2011 occurred at prices ranging from $15.00 to $15.05.  The transactions effected on 7/05/2011 occurred at prices ranging from $14.91 to $15.00.  The transactions effected on 7/06/2011 occurred at prices ranging from $14.92 to $15.00.  The transactions effected on 7/07/2011 occurred at prices ranging from $15.00 to $15.02.  The transactions effected on 7/08/2011 occurred at prices ranging from $14.90 to $15.05.  The transactions effected on 7/11/2011 occurred at prices ranging from $15.05 to $15.20.  The transactions effected on 7/12/2011 occurred at prices ranging from $14.98 to $15.00.  The transactions effected on 7/14/2011 occurred at prices ranging from $14.90 to $15.10.  The transactions effected on 7/15/2011 occurred at a price of $15.10.  The transactions effected on 7/18/2011 occurred at prices ranging from $14.88 to $15.10.  The transactions effected on 7/19/2011 occurred at prices ranging from $14.60 to $14.90.  The transactions effected on 7/20/2011 occurred at prices ranging from $14.75 to $14.95.  The transactions effected on 7/21/2011 occurred at prices ranging from $14.98 to $15.10.  The transactions effected on 7/22/2011 occurred at prices ranging from $14.80 to $14.94.  The transactions effected on 7/25/2011 occurred at prices ranging from $14.95 to $15.00.  The transactions effected on 7/26/2011 occurred at prices ranging from $14.79 to $14.95.  The transactions effected on 7/27/2011 occurred at prices ranging from $14.50 to $14.70.  The transactions effected on 7/28/2011 occurred at prices ranging from $14.50 to $14.70.  The transactions effected on 7/29/2011 occurred at prices ranging from $14.26 to $14.55.  The transactions effected on 8/01/2011 occurred at prices ranging from $14.40 to $14.50.  The transactions effected on 8/02/2011 occurred at prices ranging from $13.95 to $14.50.  The transactions effected on 8/03/2011 occurred at prices ranging from $13.31 to $14.30.  The transactions effected on 8/04/2011 occurred at prices ranging from $12.00 to $13.50.  The transactions effected on 8/05/2011 occurred at prices ranging from $11.85 to $12.16.  The transactions effected on 8/08/2011 occurred at prices ranging from $10.27 to $12.02.  The transactions effected on 8/09/2011 occurred at prices ranging from $8.88 to $10.41.

 
 
 
CUSIP No. 064058916


Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
DATED:  August 10, 2011
 
By: 
 /s/ Stuart L. Peterson
   
 Name:  Stuart L. Peterson