SEC FORM 4

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

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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.

(Street)

NEW YORK

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)

X	Director	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2006		S⁽¹⁾		5,800⁽²⁾	D	$22.61	5,114,547	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁰⁾
Common Stock	12/15/2006		S⁽¹⁾		9,379⁽³⁾	D	$22.6	5,105,168	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²¹⁾
Common Stock	12/15/2006		S⁽¹⁾		4,100⁽⁴⁾	D	$22.59	5,101,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²²⁾
Common Stock	12/15/2006		S⁽¹⁾		3,200⁽⁵⁾	D	$22.58	5,097,868	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²³⁾
Common Stock	12/15/2006		S⁽¹⁾		2,800⁽⁶⁾	D	$22.57	5,095,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁴⁾
Common Stock	12/15/2006		S⁽¹⁾		3,900⁽⁷⁾	D	$22.56	5,091,168	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁵⁾
Common Stock	12/15/2006		S⁽¹⁾		2,400⁽⁸⁾	D	$22.55	5,088,768	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁶⁾
Common Stock	12/15/2006		S⁽¹⁾		1,700⁽⁹⁾	D	$22.54	5,087,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁷⁾
Common Stock	12/15/2006		S⁽¹⁾		1,300⁽¹⁰⁾	D	$22.53	5,085,768	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁸⁾
Common Stock	12/15/2006		S⁽¹⁾		2,900⁽¹¹⁾	D	$22.52	5,082,868	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁹⁾
Common Stock	12/15/2006		S⁽¹⁾		2,800⁽¹²⁾	D	$22.51	5,080,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³⁰⁾
Common Stock	12/15/2006		S⁽¹⁾		4,200⁽¹³⁾	D	$22.5	5,075,868	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³¹⁾
Common Stock	12/15/2006		S⁽¹⁾		2,800⁽¹⁴⁾	D	$22.49	5,073,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³²⁾
Common Stock	12/15/2006		S⁽¹⁾		8,000⁽¹⁵⁾	D	$22.48	5,065,068	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³³⁾
Common Stock	12/15/2006		S⁽¹⁾		2,400⁽¹⁶⁾	D	$22.47	5,062,668	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Eos Capital Partners III L P

(Last)

(First)

(Middle)

320 PARK AVE.

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	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 AVE.

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

FIRST MARK L

(Last)

(First)

(Middle)

320 PARK AVE.

(Street)

NEW YORK

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, 4,506 shares were sold by Eos Capital Partners III, L.P. ("ECP III") and 1,294 shares were sold by Eos Partners SBIC III, L.P. ("SBIC III").

3. Of the aggregate shares sold, 7,287 shares were sold by ECP III and 2,092 shares were sold by SBIC III.

4. Of the aggregate shares sold, 3,185 shares were sold by ECP III and 915 shares were sold by SBIC III.

5. Of the aggregate shares sold, 2,486 shares were sold by ECP III and 714 shares were sold by SBIC III.

6. Of the aggregate shares sold, 2,175 shares were sold by ECP III and 625 shares were sold by SBIC III.

7. Of the aggregate shares sold, 3,030 shares were sold by ECP III and 870 shares were sold by SBIC III.

8. Of the aggregate shares sold, 1,865 shares were sold by ECP III and 535 shares were sold by SBIC III.

9. Of the aggregate shares sold, 1,321 shares were sold by ECP III and 379 shares were sold by SBIC III.

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

11. Of the aggregate shares sold, 2,253 shares were sold by ECP III and 647 shares were sold by SBIC III.

12. Of the aggregate shares sold, 2,175 shares were sold by ECP III and 625 shares were sold by SBIC III.

13. Of the aggregate shares sold, 3,263 shares were sold by ECP III and 937 shares were sold by SBIC III.

14. Of the aggregate shares sold, 2,175 shares were sold by ECP III and 625 shares were sold by SBIC III.

15. Of the aggregate shares sold, 6,215 shares were sold by ECP III and 1,785 shares were sold by SBIC III.

16. Of the aggregate shares sold, 1,865 shares were sold by ECP III and 535 shares were sold by SBIC III.

17. 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.

18. 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.

19. 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.

20. Represents 3,973,726 shares held by ECP III and 1,140,821 shares held by SBIC III.

21. Represents 3,966,439 shares held by ECP III and 1,138,729 shares held by SBIC III.

22. Represents 3,963,254 shares held by ECP III and 1,137,814 shares held by SBIC III.

23. Represents 3,960,768 shares held by ECP III and 1,137,100 shares held by SBIC III.

24. Represents 3,958,593 shares held by ECP III and 1,136,475 shares held by SBIC III.

25. Represents 3,955,563 shares held by ECP III and 1,135,605 shares held by SBIC III.

26. Represents 3,953,698 shares held by ECP III and 1,135,070 shares held by SBIC III.

27. Represents 3,952,377 shares held by ECP III and 1,134,691 shares held by SBIC III.

28. Represents 3,951,367 shares held by ECP III and 1,134,401 shares held by SBIC III.

29. Represents 3,949,114 shares held by ECP III and 1,133,754 shares held by SBIC III.

30. Represents 3,946,939 shares held by ECP III and 1,133,129 shares held by SBIC III.

31. Represents 3,943,676 shares held by ECP III and 1,132,192 shares held by SBIC III.

32. Represents 3,941,501 shares held by ECP III and 1,131,567 shares held by SBIC III.

33. Represents 3,935,286 shares held by ECP III and 1,129,782 shares held by SBIC III.

34. Represents 3,933,421 shares held by ECP III and 1,129,247 shares held by SBIC III.

	/s/ Brian Young, EOS CAPITAL PARTNERS III, L.P. By: ECP General III, L.P. Its: General Partner	12/19/2006
	/s/ Brian Young, EOS PARTNERS SBIC III, L.P. By: Eos SBIC General III, L.L.C. Its: General Partner	12/19/2006
	/s/ Mark L. First	12/19/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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