X0203 3 2011-04-29 0 0001463258 Renewable Energy Group, Inc. NONE 0001519115 USRG Power & Biofuels Fund II GP, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA CA 90404 0 0 1 0 0001402011 USRG POWER & BIOFUELS FUND II LP 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA CA 90404 0 0 1 0 0001519093 USRG Management Company, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA CA 90404 0 0 1 0 0001402003 USRG POWER & BIOFUELS FUND II-A LP 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA CA 90404 0 0 1 0 0001477461 Koch Jonathan C/O US RENEWABLES GROUP 10 BANK STREET, SUITE 580 WHITE PLAINS NY 10606 1 0 0 0 0001519110 USRG Holdco V, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA CA 90404 0 0 1 0 Common Stock, par value $0.0001 2563268 D Series A Convertible Preferred Stock, par value $0.0001 11.00 Common Stock, par value $0.0001 3388635 D Stock Purchase Warrants (right to buy) 10.25 2010-02-26 2018-06-25 Common Stock, par value $0.0001 190040 D Restricted Stock Units Common Stock, par value $0.0001 10298 D Reflects securities of the issuer owned directly by USRG Holdco , LLC ("Holdco V"). USRG Power & Biofuels Fund II, LP ("Fund II") and USRG Power & Biofuels Fund II-A, LP ("Fund II-A") are members of Holdco V. USRG Power & Biofuels Fund II GP, LLC ("Fund II GP") is the general partner of Fund II and Fund II-A. USRG Management Company, LLC ("Management Company") is a manager of Holdco V and the management company for Fund II and Fund II-A. Jonathan Koch is a director of the issuer. An affiliate of Mr. Koch is a member of Fund II GP and indirectly a member of Management Company. Fund II, Fund II-A GP, Management Company and Mr. Koch may be deemed to indirectly beneficially own the securities of the issuer owned by Holdco V. Each of Fund II, Fund II-A, Fund II GP, Management Company and Mr. Koch expressly disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes, except to the extent of any pecuniary interest therein. The Series A Convertible Preferred Stock (the "Preferred Stock") is convertible at any time at the holder's election and has no expiration date. In addition, the Preferred Stock will be converted automatically (i) upon issuer's qualified public offering, (ii) upon the election of holders of 75% of the outstanding Preferred Stock or (iii) if the shares of Common Stock have a closing price on Nasdaq or a national securities exchange in excess of $24.75 per share for ninety (90) consecutive trading days with an average daily trading volume on such trading days of at least $8,000,000. The Preferred Stock is convertible into a number of shares of Common Stock equal to (i) the original issuance price of the Preferred Stock plus, if the issuer and the holder elect, the accrued and unpaid dividends on the Preferred Stock, divided by (ii) the applicable conversion price on the conversion date. As of the date of this Form 3, Holdco V owns 3,388,635 shares of Preferred Stock, which are convertible into 3,388,635 shares of Common Stock at a conversion price of $11.00 per share. The Restricted Stock Units will automatically convert into shares of Common Stock upon vesting. As of the date of this Form 3, all of the Restricted Stock Units are unvested. The Restricted Stock Units will vest in full on the earliest of (i) August 18, 2013, (ii) a change of control of the issuer, (iii) the first date that Holdco V may sell Common Stock on Nasdaq or a national securities exchange and (iv) the first three month period following the development of a regular trading market with at least one market maker where trading volume during such three month period is greater than 1% of the outstanding shares of Common Stock. Holdco V owns 10,298 Restricted Stock Units. Upon vesting, each Restricted Stock Unit will automatically convert into one share of Common Stock. USRG Holdco V, LLC, By: USRG Management Company, LLC, its Manager, By /s/ Jonathan Koch, Managing Director 2011-04-27 USRG Power & Biofuels Fund II, LP, By: USRG Power & Biofuels Fund II GP, LLC, its General Partner, By /s/ Jonathan Koch, Managing Director 2011-04-27 USRG Power & Biofuels Fund II-A, LP, By: USRG Power & Biofuels Fund II GP, LLC, its General Partner, By /s/ Jonathan Koch, Managing Director 2011-04-27 USRG Power & Biofuels Fund II GP, LLC, By /s/ Jonathan Koch, Managing Director 2011-04-27 USRG Management Company, LLC, By /s/ Jonathan Koch, Managing Director 2011-04-27 /s/ Jonathan Koch, Jonathan Koch 2011-04-27