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 22ND

(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	12/19/2006		S⁽¹⁾		1,000⁽²⁾	D	$22.35	4,863,828	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁰⁾
Common Stock	12/19/2006		S⁽¹⁾		200⁽³⁾	D	$22.31	4,863,628	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²¹⁾
Common Stock	12/19/2006		S⁽¹⁾		300⁽⁴⁾	D	$22.3	4,863,328	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²²⁾
Common Stock	12/19/2006		S⁽¹⁾		600⁽⁵⁾	D	$22.28	4,862,728	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²³⁾
Common Stock	12/19/2006		S⁽¹⁾		800⁽⁶⁾	D	$22.27	4,861,928	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁴⁾
Common Stock	12/19/2006		S⁽¹⁾		1,600⁽⁷⁾	D	$22.26	4,860,328	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁵⁾
Common Stock	12/19/2006		S⁽¹⁾		10,800⁽⁸⁾	D	$22.25	4,849,528	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁶⁾
Common Stock	12/19/2006		S⁽¹⁾		3,000⁽⁹⁾	D	$22.24	4,846,528	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁷⁾
Common Stock	12/19/2006		S⁽¹⁾		2,600⁽¹⁰⁾	D	$22.23	4,843,928	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁸⁾
Common Stock	12/19/2006		S⁽¹⁾		1,200⁽¹¹⁾	D	$22.22	4,842,728	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽²⁹⁾
Common Stock	12/19/2006		S⁽¹⁾		3,900⁽¹²⁾	D	$22.21	4,838,828	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³⁰⁾
Common Stock	12/19/2006		S⁽¹⁾		11,600⁽¹³⁾	D	$22.2	4,827,228	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³¹⁾
Common Stock	12/19/2006		S⁽¹⁾		3,400⁽¹⁴⁾	D	$22.19	4,823,828	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³²⁾
Common Stock	12/19/2006		S⁽¹⁾		5,500⁽¹⁵⁾	D	$22.18	4,818,328	D⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾⁽³³⁾
Common Stock	12/19/2006		S⁽¹⁾		3,600⁽¹⁶⁾	D	$22.17	4,814,728	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 22ND

(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 AVENUE

(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 AVENUE

(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, 777 shares were sold by Eos Capital Partners III, L.P. ("ECP III") and 223 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, 233 shares were sold by ECP III and 67 shares were sold by SBIC III.

5. Of the aggregate shares sold, 466 shares were sold by ECP III and 134 shares were sold by SBIC III.

6. Of the aggregate shares sold, 622 shares were sold by ECP III and 178 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, 8,391 shares were sold by ECP III and 2,409 shares were sold by SBIC III.

9. Of the aggregate shares sold, 2,331 shares were sold by ECP III and 669 shares were sold by SBIC III.

10. Of the aggregate shares sold, 2,020 shares were sold by ECP III and 580 shares were sold by SBIC III.

11. Of the aggregate shares sold, 932 shares were sold by ECP III and 268 shares were sold by SBIC III.

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

13. Of the aggregate shares sold, 9,012 shares were sold by ECP III and 2,588 shares were sold by SBIC III.

14. Of the aggregate shares sold, 2,641 shares were sold by ECP III and 759 shares were sold by SBIC III.

15. Of the aggregate shares sold, 4,273 shares were sold by ECP III and 1,227 shares were sold by SBIC III.

16. Of the aggregate shares sold, 2,797 shares were sold by ECP III and 803 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 3,778,944 shares held by ECP III and 1,084,884 shares held by SBIC III.

21. Represents 3,778,789 shares held by ECP III and 1,084,839 shares held by SBIC III.

22. Represents 3,778,556 shares held by ECP III and 1,084,772 shares held by SBIC III.

23. Represents 3,778,090 shares held by ECP III and 1,084,638 shares held by SBIC III.

24. Represents 3,777,468 shares held by ECP III and 1,084,460 shares held by SBIC III.

25. Represents 3,776,225 shares held by ECP III and 1,084,103 shares held by SBIC III.

26. Represents 3,767,834 shares held by ECP III and 1,081,694 shares held by SBIC III.

27. Represents 3,765,503 shares held by ECP III and 1,081,025 shares held by SBIC III.

28. Represents 3,763,483 shares held by ECP III and 1,080,445 shares held by SBIC III.

29. Represents 3,762,551 shares held by ECP III and 1,080,177 shares held by SBIC III.

30. Represents 3,759,521 shares held by ECP III and 1,079,307 shares held by SBIC III.

31. Represents 3,750,509 shares held by ECP III and 1,076,719 shares held by SBIC III.

32. Represents 3,747,868 shares held by ECP III and 1,075,960 shares held by SBIC III.

33. Represents 3,743,595 shares held by ECP III and 1,074,733 shares held by SBIC III.

34. Represents 3,740,798 shares held by ECP III and 1,073,930 shares held by SBIC III.

	/s/ Brian Young, EOS CAPITAL PARTNERS III, L.P. By: ECP General III, L.P. Its: General Partner	12/21/2006
	/s/ Brian Young, EOS PARTNERS SBIC III, L.P. By: Eos SBIC General III, L.L.C. Its: General Partner	12/21/2006
	/s/ Mark. L First	12/21/2006
	** 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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