SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Eos Capital Partners III L P (Last) (First) (Middle) 320 PARK AVE 22ND (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERASUN ENERGY CORP [ VSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/11/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/13/2006		S(1)		500(2)	D	$21.99	5,412,568	D(16)(17)(18)(19)
Common Stock	12/13/2006		S(1)		200(3)	D	$21.98	5,412,368	D(16)(17)(18)(20)
Common Stock	12/13/2006		S(1)		200(4)	D	$21.97	5,412,168	D(16)(17)(18)(21)
Common Stock	12/13/2006		S(1)		1,500(5)	D	$21.96	5,410,668	D(16)(17)(18)(22)
Common Stock	12/13/2006		S(1)		1,000(6)	D	$21.95	5,409,668	D(16)(17)(18)(23)
Common Stock	12/13/2006		S(1)		700(7)	D	$21.94	5,408,968	D(16)(17)(18)(24)
Common Stock	12/13/2006		S(1)		1,400(8)	D	$21.93	5,407,568	D(16)(17)(18)(25)
Common Stock	12/13/2006		S(1)		3,600(9)	D	$21.91	5,403,968	D(16)(17)(18)(26)
Common Stock	12/13/2006		S(1)		2,300(10)	D	$21.9	5,401,668	D(16)(17)(18)(27)
Common Stock	12/13/2006		S(1)		500(11)	D	$21.89	5,401,168	D(16)(17)(18)(28)
Common Stock	12/13/2006		S(1)		1,000(12)	D	$21.88	5,400,168	D(16)(17)(18)(29)
Common Stock	12/13/2006		S(1)		1,600(13)	D	$21.87	5,398,568	D(16)(17)(18)(30)
Common Stock	12/13/2006		S(1)		1,300(14)	D	$21.86	5,397,268	D(16)(17)(18)(31)
Common Stock	12/13/2006		S(1)		2,300(15)	D	$21.85	5,394,968	D(16)(17)(18)(32)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Eos Capital Partners III L P (Last) (First) (Middle) 320 PARK AVE 22ND (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eos Partners SBIC III, L.P. (Last) (First) (Middle) 320 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST MARK L (Last) (First) (Middle) 320 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting persons on November 22, 2006.

2. Of the aggregate shares sold, 388 shares were sold by Eos Capital Partners III, L.P. ("ECP III") and 112 shares were sold by Eos Partners SBIC III, L.P. ("SBIC III").

3. Of the aggregate shares sold, 155 shares were sold by ECP III and 45 shares were sold by SBIC III.

4. Of the aggregate shares sold, 156 shares were sold by ECP III and 44 shares were sold by SBIC III.

5. Of the aggregate shares sold, 1,165 shares were sold by ECP III and 335 shares were sold by SBIC III.

6. Of the aggregate shares sold, 777 shares were sold by ECP III and 223 shares were sold by SBIC III.

7. Of the aggregate shares sold, 544 shares were sold by ECP III and 156 shares were sold by SBIC III.

8. Of the aggregate shares sold, 1,088 shares were sold by ECP III and 312 shares were sold by SBIC III.

9. Of the aggregate shares sold, 2,797 shares were sold by ECP III and 803 shares were sold by SBIC III.

10. Of the aggregate shares sold, 1,787 shares were sold by ECP III and 513 shares were sold by SBIC III.

11. Of the aggregate shares sold, 388 shares were sold by ECP III and 112 shares were sold by SBIC III.

12. Of the aggregate shares sold, 777 shares were sold by ECP III and 223 shares were sold by SBIC III.

13. Of the aggregate shares sold, 1,243 shares were sold by ECP III and 357 shares were sold by SBIC III.

14. Of the aggregate shares sold, 1,010 shares were sold by ECP III and 290 shares were sold by SBIC III.

15. Of the aggregate shares sold, 1,787 shares were sold by ECP III and 513 shares were sold by SBIC III.

16. ECP III, LLC is the general partner of ECP General III, L.P., the general partner of ECP III. Eos General, L.L.C. is the general partner of Eos Partners, L.P, which is the sole member of Eos SBIC General III, L.L.C., the general partner of SBIC III. Because each of these funds is ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

17. Mark L. First is a director of the Issuer and a managing director of Eos Management, Inc. and its affiliates ("Eos"). As a result, Mr. First may be deemed to share beneficial ownership of the shares of common stock owned by Eos. Mr. First disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. First is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

18. ECP III and SBIC III, by virtue of Mr. First's representation on the Issuer's board of directors, may be deemed to be directors of the Issuer for purposes of Section 16 only.

19. Represents 4,205,261 shares held by ECP III and 1,207,307 shares held by SBIC III.

20. Represents 4,205,106 shares held by ECP III and 1,207,262 shares held by SBIC III.

21. Represents 4,204,950 shares held by ECP III and 1,207,218 shares held by SBIC III.

22. Represents 4,203,785 shares held by ECP III and 1,206,883 shares held by SBIC III.

23. Represents 4,203,008 shares held by ECP III and 1,206,660 shares held by SBIC III.

24. Represents 4,202,464 shares held by ECP III and 1,206,504 shares held by SBIC III.

25. Represents 4,201,376 shares held by ECP III and 1,206,192 shares held by SBIC III.

26. Represents 4,198,579 shares held by ECP III and 1,205,389 shares held by SBIC III.

27. Represents 4,196,792 shares held by ECP III and 1,204,876 shares held by SBIC III.

28. Represents 4,196,404 shares held by ECP III and 1,204,764 shares held by SBIC III.

29. Represents 4,195,627 shares held by ECP III and 1,204,541 shares held by SBIC III.

30. Represents 4,194,384 shares held by ECP III and 1,204,184 shares held by SBIC III.

31. Represents 4,193,374 shares held by ECP III and 1,203,894 shares held by SBIC III.

32. Represents 4,191,587 shares held by ECP III and 1,203,381 shares held by SBIC III.

	/s/ Brian Young, EOS CAPITAL PARTNERS III, L.P. By: ECP General III, L.P. Its: General Partner	12/15/2006
	/s/ Brian Young, EOS PARTNERS SBIC III, L.P. By: Eos SBIC General III, L.L.C. Its: General Partner	12/15/2006
	/s/ Mark L. First	12/15/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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