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
Kior Inc [ KIOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2011 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 06/24/2011 | J(2) | 2,250,000 | A | $15 | 14,116,584 | I | See footnote(5) | ||
Class A Common Stock | 06/24/2011 | P | 313,608 | A | $14.98(6) | 14,430,192 | I | See footnote(5) | ||
Class A Common Stock | 06/24/2011 | C | 11,866,584 | A | (1) | 11,866,584 | I | See footnote(5) |
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 | ||||||||
Series B Preferred Stock | (1) | 06/24/2011 | C | 10,199,918 | (1) | (1) | Class A Common Stock | 10,199,918 | $0 | 0 | I | See footnotes(3)(4) | |||
Series C Preferred Stock | (1) | 06/24/2011 | C | 1,666,666 | (1) | (1) | Class A Common Stock | 1,666,666 | $0 | 0 | I | See footnotes(3)(4) |
Explanation of Responses: |
1. Upon the closing of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock and each outstanding share of Series C Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock at a conversion price equal to 80% of the initial public offering price. Based on the initial public offering price of $15.00, each share of Series C Preferred Stock converted into 0.4085 shares of Class A Common Stock. |
2. Shares allocated to the investment funds listed in footnote (3) below in connection with the Issuer's initial public offering. |
3. The Series B Preferred Stock was held by Artis Partners, L.P., Artis Partners (Institutional), L.P., Artis Partners Ltd., Artis Partners 2X, L.P., Artis Partners 2X (Institutional), L.P., Artis Partners 2X Ltd., Artis Aggressive Growth, L.P., Artis Aggressive Growth Master Fund, L.P., Artis Private Growth Partners, L.P. and Artis Private Growth Entrepreneurs Fund, L.P. The Series C Preferred Stock was held by Artis Partners 2X, L.P., Artis Partners 2X (Institutional), L.P., Artis Partners 2X Ltd., Artis Private Growth Partners II, L.P. and APG2, L.P. |
4. Artis Capital Management, L.P. ("ACM") is a registered investment adviser and serves as investment adviser to the investment funds listed in footnote (3) and footnote (5). Artis Capital Management, Inc. ("ACMI") is the general partner of ACM. Mr. Peterson is the President of ACMI and the controlling owner of ACM and ACMI. By virtue of these relationships, Mr. Peterson may be deemed to beneficially own the securities of the Issuer held by the investment funds; however, he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
5. The Class A Common Stock is held by each of the investment funds listed in footnote (3) and by Artis Clean Tech Partners (Institutional), L.P. and Artis Clean Tech Partners Master Fund, L.P. |
6. The transactions occurred at prices ranging from $14.75 - $15.00. The Reporting Person undertakes, upon request by the SEC staff, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares purchased or sold at each separate price. |
Remarks: |
/s/ Stuart L. Peterson | 06/28/2011 | |
** 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. |