0001104659-14-011850.txt : 20140220 0001104659-14-011850.hdr.sgml : 20140220 20140220163223 ACCESSION NUMBER: 0001104659-14-011850 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140220 GROUP MEMBERS: WILLIAM H. GATES III 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86313 FILM NUMBER: 14630025 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: Gates Ventures, LLC CENTRAL INDEX KEY: 0001580115 IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-889-7900 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13G/A 1 a14-6306_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 


 

KIOR, INC.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

497217109

(CUSIP Number)

February 18, 2014

(Date of Event Which Requires Filing of this Statement)

 


 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).

 



 

CUSIP No. 497217109

 

 

1

Names of Reporting Persons
Gates Ventures, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
State of Washington

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,301,598 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
11,301,598 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,301,598 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
16.8% (1) (2)

 

 

12

Type of Reporting Person (See Instructions)
OO

 


(1) The total number of shares reported includes (a) 3,236,106 shares of Class A Common Stock held directly by Gates Ventures, LLC (“GV”); and (b) 8,065,492 shares of Class A Common Stock that GV has the right to acquire upon exercise of an option right, as described in Item 4(a) of this Schedule 13G. All shares of Class A Common Stock held by GV may be deemed to be beneficially owned by William H. Gates III as the sole member of GV.

 

(2) The denominator is based on (a) 59,065,311 shares of Class A Common Stock outstanding as of November 5, 2013, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013; and (b) 8,065,492 shares of Class A Common Stock that GV has the right to acquire upon exercise of an option right, as described in Item 4(a) of this Schedule 13G.

 

2



 

CUSIP No. 497217109

 

 

1

Names of Reporting Persons
William H. Gates III

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,301,598 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
11,301,598 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,301,598 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
16.8% (1) (2)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(1) The total number of shares reported includes (a) 3,236,106 shares of Class A Common Stock held directly by Gates Ventures, LLC (“GV”); and (b) 8,065,492 shares of Class A Common Stock that GV has the right to acquire upon exercise of an option right, as described in Item 4(a) of this Schedule 13G. All shares of Class A Common Stock held by GV may be deemed to be beneficially owned by William H. Gates III as the sole member of GV.

 

(2) The denominator is based on (a) 59,065,311 shares of Class A Common Stock outstanding as of November 5, 2013, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2013; and (b) 8,065,492 shares of Class A Common Stock that GV has the right to acquire upon exercise of an option right, as described in Item 4(a) of this Schedule 13G.

 

3



 

CUSIP No. 497217109

 

Item 1.

 

(a)

Name of Issuer:
KiOR, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
13001 Bay Park Road

Pasadena, Texas 77507

 

Item 2.

 

(a)

Name of Person Filing:
Gates Ventures, LLC (“GV”)

William H. Gates III

 

(b)

Address of Principal Business Office or, if none, Residence
GV - 2365 Carillon Point, Kirkland, Washington  98033

Mr. Gates – One Microsoft Way, Redmond, Washington 98052

 

(c)

Citizenship:
GV is a limited liability company organized under the laws of the State of Washington.

Mr. Gates is a citizen of the United States of America.

 

(d)

Title of Class of Securities:
Class A Common Stock

 

(e)

CUSIP Number:
497217109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

4



 

CUSIP No. 497217109

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See the responses to Item 9 on the attached cover pages.

 

The number of shares of Class A Common Stock reported in this Schedule 13G includes 8,065,492 shares of Class A Common Stock (the “Option Shares”) that GV has the right to acquire upon exercise of an option right pursuant to the Class A Common Stock Purchase Agreement, dated as of October 18, 2013, between GV and the Issuer (the “Purchase Agreement”) (a copy of which was previously filed as Exhibit 99.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 21, 2013). For purposes of this Schedule 13G, the number of the Option Shares has been calculated assuming that the option right had been exercised on the date hereof at an exercise price per share of $0.93, 75% of the average of the daily volume weighted average price of the Class A Common Stock for the twenty (20) trading days immediately prior to the date hereof. However, the number of shares issuable under the option right and the exercise price for such shares are not fixed. The number of shares that may be purchased under the option right will equal $7.5 million divided by the exercise price per share specified in the Purchase Agreement. As more fully described in the Purchase Agreement, the exercise price will equal 75% of the average of the daily volume weighted average price of the Class A Common Stock for the twenty (20) trading days immediately prior to the date GV provides notice of exercise of the option right, provided that in no event will the exercise price exceed the conversion price applicable to the Senior Secured Mandatorily Convertible Notes due 2020 issued by the Issuer on October 21, 2013, which conversion price is $2.897 (subject to certain anti-dilution adjustments, including to account for dilutive issuances of additional shares of Class A Common Stock). Based on the current maximum exercise price per share of $2.897, GV has the right to acquire 2,588,885 Option Shares under the Purchase Agreement, which is the number of Option Shares reported, in accordance with the applicable rules, by the Reporting Persons in their Initial Statement of Beneficial Ownership of Securities on Form 3 that was filed with the Securities and Exchange Commission on October 31, 2013.

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote:    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition:   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition:  

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o:

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

5



 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 20, 2014

 

 

 

GATES VENTURES, LLC(1)

 

 

 

 

By:

*

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for

 

 

 

Michael Larson, Manager

 

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

By:

*

 

 

Name:

Alan Heuberger(3)

 

 

Title:

Attorney-in-fact

 

 

 

* By:

/s/ Alan Heuberger

 

 

Alan Heuberger

 


(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated October 31, 2013 and included with the signature page to the Reporting Persons’ Schedule 13G with respect to the Issuer filed on October 31, 2013, SEC File No. 005-86313 and incorporated by reference herein.

 

(2)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.2 to GV’s Schedule 13G with respect to Issuer on October 31, 2013, SEC File No. 005-86313, and incorporated by reference herein.

 

(3)Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to GV’s Schedule 13G with respect to Issuer on October 31, 2013, SEC File No. 005-86313 and incorporated by reference herein.

 

6