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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VERASUN ENERGY CORP [ VSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/18/2006 | S(1) | 2,400(2) | D | $21.87 | 4,907,268 | D(10)(11)(12)(13) | |||
Common Stock | 12/18/2006 | S(1) | 2,500(3) | D | $21.86 | 4,904,768 | D(10)(11)(12)(14) | |||
Common Stock | 12/18/2006 | S(1) | 1,900(4) | D | $21.85 | 4,902,868 | D(10)(11)(12)(15) | |||
Common Stock | 12/18/2006 | S(1) | 700(5) | D | $21.84 | 4,902,168 | D(10)(11)(12)(16) | |||
Common Stock | 12/18/2006 | S(1) | 3,600(6) | D | $21.83 | 4,898,568 | D(10)(11)(12)(17) | |||
Common Stock | 12/18/2006 | S(1) | 1,600(7) | D | $21.82 | 4,896,968 | D(10)(11)(12)(18) | |||
Common Stock | 12/18/2006 | S(1) | 200(8) | D | $21.81 | 4,896,768 | D(10)(11)(12)(19) | |||
Common Stock | 12/18/2006 | S(1) | 5,600(9) | D | $21.8 | 4,891,168 | D(10)(11)(12)(20) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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, 1,865 shares were sold by Eos Capital Partners III, L.P. ("ECP III") and 535 shares were sold by Eos Partners SBIC III, L.P. ("SBIC III"). |
3. Of the aggregate shares sold, 1,942 shares were sold by ECP III and 558 shares were sold by SBIC III. |
4. Of the aggregate shares sold, 1,476 shares were sold by ECP III and 424 shares were sold by SBIC III. |
5. Of the aggregate shares sold, 544 shares were sold by ECP III and 156 shares were sold by SBIC III. |
6. Of the aggregate shares sold, 2,797 shares were sold by ECP III and 803 shares were sold by SBIC III. |
7. Of the aggregate shares sold, 1,243 shares were sold by ECP III and 357 shares were sold by SBIC III. |
8. Of the aggregate shares sold, 155 shares were sold by ECP III and 45 shares were sold by SBIC III. |
9. Of the aggregate shares sold, 4,351 shares were sold by ECP III and 1,249 shares were sold by SBIC III. |
10. 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. |
11. 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. |
12. 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. |
13. Represents 3,812,693 shares held by ECP III and 1,094,575 shares held by SBIC III. |
14. Represents 3,810,751 shares held by ECP III and 1,094,017 shares held by SBIC III. |
15. Represents 3,809,275 shares held by ECP III and 1,093,593 shares held by SBIC III. |
16. Represents 3,808,731 shares held by ECP III and 1,093,437 shares held by SBIC III. |
17. Represents 3,805,934 shares held by ECP III and 1,092,634 shares held by SBIC III. |
18. Represents 3,804,691 shares held by ECP III and 1,092,277 shares held by SBIC III. |
19. Represents 3,804,536 shares held by ECP III and 1,092,232 shares held by SBIC III. |
20. Represents 3,800,185 shares held by ECP III and 1,090,983 shares held by SBIC III. |
/s/ Brian Young, EOS CAPITAL PARTNERS III, L.P. By: ECP General III, L.P. Its: General Partner | 12/20/2006 | |
/s/ Brian Young, EOS PARTNERS SBIC III, L.P. By: Eos SBIC General III, L.L.C. Its: General Partner | 12/20/2006 | |
/s/ Mark. L First | 12/20/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |