SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kaul Samir

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2011

3. Issuer Name and Ticker or Trading Symbol
Kior Inc [ KIOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,637,684	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	50,478	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	22,997,720	⁽⁴⁾	I	See Footnote⁽¹⁾⁽²⁾
Series A-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	19,712,314	⁽⁴⁾	I	See Footnote⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	8,159,934	⁽⁵⁾	I	See Footnote⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,059,976	⁽⁵⁾	I	See Footnote⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	1,002,280	⁽⁴⁾	I	See Footnote⁽⁶⁾
Series A-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	859,262	⁽⁴⁾	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Consists of securities held of record by Khosla Ventures II, L.P. ("Khosla II") and certain securities that were originally purchased by Khosla II and then distributed by Khosla II to Khosla Ventures Associates II, LLC ("KVA II"), the general partner of Khosla II, which in turn distributed such securities to certain members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. KVA II may be deemed to possess voting and investment control over the shares owned by Khosla II and may be deemed to have indirect beneficial ownership of the shares held by Khosla II.

2. Mr. Kaul is a member of KVA II, and a member of Khosla Ventures Associates III, LLC ("KVA III"), the general partner of Khosla Ventures III, L.P ("Khosla III"). As such, Mr. Kaul may be deemed to share voting and investment power over the shares controlled by KVA II and the shares held by Khosla II and Khosla III, and Mr. Kaul may be deemed to have indirect beneficial ownership of all such shares. Mr. Kaul disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

3. Consists of securities held of record by Khosla III. KVA III may be deemed to possess voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla III.

4. Upon the closing of the Issuer's initial public offering, each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock will be automatically converted into one share of the Issuer's Class B Common Stock. The Series A Preferred Stock and Series A-1 Preferred Stock have no expiration date.

5. Upon the closing of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock will be automatically converted into one share of the Issuer's Class A Common Stock and each outstanding share of Series C Preferred Stock will be 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. At an initial public offering price of $15.00, each share of Series C Preferred Stock would convert into 0.4085 shares of Class A Common Stock. The Series B Preferred Stock and Series C Preferred Stock have no expiration date.

6. Consists of certain securities that were originally purchased by Khosla II and then distributed by Khosla II to KVA II, which in turn distributed such securities (the "Trust Securities") to the following members and affiliates of members of KVA II: Kaul Revocable Trust, for which Samir Kaul is trustee; The EK 2010 Irrevocable Trust and The NK 2010 Irrevocable Trust, which are for the benefit of Mr. Kaul's children and for which Mr. Kaul's father is the trustee; The PK 2011 Grantor Retained Annuity Trust UID May 17, 2011, for which Mr. Kaul's spouse is the trustee; and The SK 2011 Grantor Retained Annuity Trust UID May 17, 2011, for which Mr. Kaul is the trustee. KVA II continues to possess voting and investment control over the Trust Securities. Mr. Kaul disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

Remarks:

Exhibit List ------------------ Exhibit 24 - Power of Attorney

	/s/ Christopher A. Artzer, Attorney-in-Fact	06/23/2011
	** 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 5 (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.