UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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KiOR, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $.0001 per share
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(Title of Class of Securities)
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064058916
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(CUSIP Number)
COPY TO:
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Robert A. Riemer
Artis Capital Management, L.P.
One Market Plaza
Steuart Tower, Floor 27
San Francisco, CA 94105
(415) 344-6200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 31, 2013
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(Date of Event which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSON
STUART L. PETERSON
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
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10,699,549*
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8.
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SHARED VOTING POWER
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-0-
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9.
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SOLE DISPOSITIVE POWER
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10,699,549*
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10.
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SHARED DISPOSITIVE POWER
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-0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,699,549*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.4% **
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14.
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TYPE OF REPORTING PERSON
IN, HC
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Item 4.
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Purpose of Transaction
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The Class A Common Stock was acquired for investment purposes. The Funds may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares held by them. In addition, as part of a plan to periodically distribute shares to their respective partners, the Funds currently intend to make in-kind distributions of three million shares each quarter to their respective partners, the amount and time of which will also be subject to market conditions and other considerations.
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Item 5.
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Interest in Securities of Issuer
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(a) and (b)
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For the reasons previously described in Item 3 to the Schedule 13D, the Reporting Person may be deemed to indirectly beneficially own the 10,528,384 shares of Class A Common Stock held by the Funds; however, the filing of this statement shall not be construed as an admission that he is the beneficial owner of such securities. In addition, the Reporting Person directly beneficially owns 171,165 shares of Class A Common Stock. In the aggregate the shares indirectly and directly beneficially owned by the Reporting Person comprise 19.4% of the total issued and outstanding Class A Common Stock, based on 55,122,484 shares of Class A Common Stock outstanding as of August 2, 2013, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2013 filed with the Securities and Exchange Commission on August 9, 2013. With respect to all 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.
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(c)
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On October 31, 2013, the Funds made a distribution-in-kind of an aggregate 1,000,000 shares of Class A Common Stock to their respective partners.
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By:
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/s/ Stuart L. Peterson
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Name: Stuart L. Peterson
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