0001104659-10-032489.txt : 20100604 0001104659-10-032489.hdr.sgml : 20100604 20100604162243 ACCESSION NUMBER: 0001104659-10-032489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100604 DATE AS OF CHANGE: 20100604 GROUP MEMBERS: GREENSTAR NORTH AMERICA HOLDINGS, INC. GROUP MEMBERS: NTR US BIOSYSTEMS HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Green Plains Renewable Energy, Inc. CENTRAL INDEX KEY: 0001309402 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841652107 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81560 FILM NUMBER: 10879246 BUSINESS ADDRESS: STREET 1: 9420 UNDERWOOD AVE., STE. 100 CITY: OMAHA STATE: NE ZIP: 68114 BUSINESS PHONE: 402-884-8700 MAIL ADDRESS: STREET 1: 9420 UNDERWOOD AVE., STE. 100 CITY: OMAHA STATE: NE ZIP: 68114 FORMER COMPANY: FORMER CONFORMED NAME: GREEN PLAINS RENEWABLE ENERGY, INC. DATE OF NAME CHANGE: 20060314 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20041123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NTR plc CENTRAL INDEX KEY: 0001447763 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BURTON COURT, BURTON HALL DRIVE STREET 2: SANDYFORD CITY: DUBLIN STATE: L2 ZIP: 18 BUSINESS PHONE: 353-0-1-206-3700 MAIL ADDRESS: STREET 1: BURTON COURT, BURTON HALL DRIVE STREET 2: SANDYFORD CITY: DUBLIN STATE: L2 ZIP: 18 SC 13D/A 1 a10-11547_1sc13da.htm SC 13D/A

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

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Green Plains Renewable Energy, Inc.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

393222104

(CUSIP Number)

David T. Quinby, Esq.

Stoel Rives LLP

33 South Sixth Street, Suite 4200

Minneapolis, Minnesota 55402

(612) 373-8800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 25, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 393222104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NTR plc No IRS Identification Number

	2.	Check the Appropriate Box if a Member of a Group
		(a)		If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check.		o
		(b)		If the reporting person disclaims membership in a group or describes a relationship with other person but does not affirm the existence of a group, please check.		x

	3.	SEC Use Only

	4.	Source of Funds Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Ireland

Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power

			8.		Shared Voting Power 11,227,653

			9.		Sole Dispositive Power

			10.		Shared Dispositive Power 11,227,653

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,227,653

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*

	13.	Percent of Class Represented by Amount in Row (11) 35.8% (based upon 31,352,935 shares outstanding as of April 30, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed May 3, 2010)

	14.	Type of Reporting Person (See Instructions) CO – Corporation HC – Parent Holding Company/Control Person

* As a result of the Shareholders’ Agreement described in Item 6 of the initial Schedule 13D and Item 5 of this Amendment No. 4, the Reporting Persons may be deemed to be the beneficial owners of shares of the Issuer’s common stock beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol. Based on the most recent information filed with the SEC, Wilon Holdings S.A. beneficially owns 2,070,716 shares of the Issuer’s common stock, representing approximately 6.6% of the outstanding common stock of the Issuer, and Wayne Hoovestol beneficially owns 946,592 shares of the Issuer’s common stock, representing approximately 3.0% of the outstanding common stock of the Issuer. Each Reporting Person expressly disclaims beneficial ownership of the shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol.

CUSIP No. 393222104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). NTR US Biosystems Holdings Limited No IRS Identification Number

	2.	Check the Appropriate Box if a Member of a Group
		(a)		If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check.		o
		(b)		If the reporting person disclaims membership in a group or describes a relationship with other person but does not affirm the existence of a group, please check.		x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Ireland

Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power 0

			8.		Shared Voting Power 0

			9.		Sole Dispositive Power 0

			10.		Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*

	13.	Percent of Class Represented by Amount in Row (11) -

	14.	Type of Reporting Person (See Instructions) CO – Corporation

* As a result of the Shareholders’ Agreement described in Item 6 of the initial Schedule 13D and Item 5 of this Amendment No. 4, the Reporting Persons may be deemed to be the beneficial owners of shares of the Issuer’s common stock beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol. Based on the most recent information filed with the SEC, Wilon Holdings S.A. beneficially owns 2,070,716 shares of the Issuer’s common stock, representing approximately 6.6% of the issued and outstanding common stock of the Issuer, and Wayne Hoovestol beneficially owns 946,592 shares of the Issuer’s common stock, representing approximately 3.0% of the outstanding common stock of the Issuer. Each Reporting Person expressly disclaims beneficial ownership of the shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol.

CUSIP No. 393222104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Greenstar North America Holdings, Inc. IRS Identification Number: 20-8232960

	2.	Check the Appropriate Box if a Member of a Group
		(a)		If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check.		o
		(b)		If the reporting person disclaims membership in a group or describes a relationship with other person but does not affirm the existence of a group, please check.		x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power

			8.		Shared Voting Power 11,227,653

			9.		Sole Dispositive Power

			10.		Shared Dispositive Power 11,227,653

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,227,653

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares x*

	13.	Percent of Class Represented by Amount in Row (11) 35.8% (based upon 31,352,935 shares outstanding as of April 30, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed May 3, 2010)

	14.	Type of Reporting Person (See Instructions) CO – Corporation

* As a result of the Shareholders’ Agreement described in Item 6 of the this Amendment No. 4, the Reporting Persons may be deemed to be the beneficial owners of shares of the Issuer’s common stock beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol. Based on the most recent information filed with the SEC, Wilon Holdings S.A. beneficially owns 2,070,716 shares of the Issuer’s common stock, representing approximately 6.6% of the issued and outstanding common stock of the Issuer, and Wayne Hoovestol beneficially owns 946,592 shares of the Issuer’s common stock, representing approximately 3.0% of the outstanding common stock of the Issuer. Each Reporting Person expressly disclaims beneficial ownership of the shares beneficially owned by Wilon Holdings S.A. and Wayne Hoovestol.

This Amendment No. 4 to Schedule 13D/A (this “Amendment No. 4”) is being filed to amend and supplement (i) the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (“SEC”) on October 27, 2008 (the “initial Schedule 13D”), (ii) Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on November 4, 2008 (“Amendment No. 1”), (iii) Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on February 17, 2010 (“Amendment No. 2”) and (iii) Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on March 19, 2010 (“Amendment No. 3”) (collectively with the foregoing, this “Schedule 13D/A”). Except as specifically amended by this Amendment No. 4, the initial Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3 remain unchanged. Capitalized terms used and not otherwise defined in this Amendment No. 4 have the meanings given them in the initial Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, as applicable.

This Amendment No. 4 is being filed pursuant to Exchange Act Rule 13d-2(a) to report a transfer of 5,234,000 shares from NTR US Biosystems Holdings Limited to Greenstar North America Holdings, Inc.

Item 2. Identity and Background

This Amendment No. 4 is being filed on behalf of each of the following reporting persons (collectively, the “Reporting Persons”):

NTR plc, a public limited company registered in Ireland (“NTR”), which has its principal office address at Burton Court, Burton Hall Drive, Sandyford, Dublin 18, Ireland. NTR is a leading international developer and operator of renewable energy and sustainable waste management projects.

NTR US Biosystems Holdings Limited, a company organized under the laws of Ireland (“Biosystems”), which has its principal office address at Burton Court, Burton Hall Drive, Sandyford, Dublin 18, Ireland. Biosystems is a holding company and a wholly owned subsidiary of NTR.

Greenstar North America Holdings, Inc., a Delaware corporation (“Greenstar”), which has its principal office address at 3411 Richmond Avenue, Suite 700 Houston TX 77046. Greenstar is a holding company and a wholly owned subsidiary of NTR.

As the ultimate parent of Biosystems and Greenstar, NTR beneficially owns the shares of common stock held of record by Greenstar as described in this Amendment No. 4.

Amendment No. 2 to the Joint Filing Agreement among the Reporting Persons to file this Amendment No. 4 jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 is attached as Exhibit (m); the Joint Filing Agreement, as amended by Amendment No. 1, was filed previously as Exhibit (k) and is incorporated herein by reference. Certain information contained in this Schedule 13D/A relates to share ownership of persons other than the Reporting Persons. The Reporting Persons expressly disclaim any liability for any such information provided in this Schedule 13D/A that does not expressly pertain to a Reporting Person.

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an Assignment and Assumption Agreement, effective May 25, 2010, Biosystems transferred and assigned 5,234,000 shares of the Issuer’s common stock (the “Shares”) to its affiliate, Greenstar, and Biosystems received as consideration shares of Greenstar’s common stock. No cash was exchanged between the parties in connection with the transfer. Biosystems and Greenstar are each wholly owned subsidiaries of NTR, which remains the indirect beneficial owner of the Shares. The Shares were originally acquired on October 15, 2008.

SEC 1746 (3-06)

Item 5. Interest in Securities of the Issuer

As described in Item 3, Biosystems transferred and assigned the Shares to its affiliate, Greenstar, and received as consideration shares of Greenstar’s common stock. Biosystems and Greenstar are each wholly owned subsidiaries of NTR, and following the transaction NTR remains the indirect beneficial owner of the Shares. Following the transfer of shares from Biosystems to Greenstar, the Reporting Persons continue to beneficially own 11,227,653 shares of Issuer’s common stock, or approximately 35.8% of the outstanding common stock of the Issuer.

Additionally, as a result of the Shareholders’ Agreement by and among the Issuer, Bioverda International Holdings Ltd., Biosystems, Wilon Holdings S.A. and Wayne Hoovestol, the Reporting Persons may also be deemed to be the beneficial owners of shares of the Issuer’s common stock beneficially owned by Wilon and Mr. Hoovestol. Based on the most recent information filed with the SEC, Wilon Holdings S.A. beneficially owns 2,070,716 shares of the Issuer’s common stock, representing approximately 6.6% of the outstanding common stock of the Issuer, and Mr. Hoovestol beneficially owns 946,592 shares of the Issuer’s common stock, representing approximately 3.0% of outstanding common stock of the Issuer. Each Reporting Person expressly disclaims beneficial ownership of the shares beneficially owned by Wilon Holdings S.A. and Mr. Hoovestol.

Item 7. Material to be Filed as Exhibits

Exhibits (a) — (l) listed below have been previously filed as exhibits (as indicated below) and are incorporated by reference in this Schedule 13D/A by reference thereto. Exhibits (m) and (n) are filed herewith.

(a)		Agreement and Plan of Merger dated May 7, 2008, by and among Green Plains Renewable Energy, Inc., Green Plains Merger Sub, Inc., and VBV LLC (incorporated by reference to Exhibit (a) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(b)		Stock Purchase Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc., Bioverda International Holdings Limited and Bioverda US Holdings LLC (incorporated by reference to Exhibit (b) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(c)		Shareholders’ Agreement dated October 15, 2008 by and among Green Plains Renewable Energy, Inc., Bioverda International Holdings Limited, Bioverda US Holdings LLC and Wayne Hoovestol (incorporated by reference to Exhibit (c) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(d)		Lock-Up and Voting Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc., Bioverda International Holdings Limited and Bioverda US Holdings LLC (incorporated by reference to Exhibit (d) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(e)		Put and Call Agreement (VBV) dated April 1, 2008 by and among Bioverda International, Bioverda US Holdings LLC and Wilon Holdings S.A. (incorporated by reference to Exhibit (e) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(f)		Notice of exercise of Put Option (VBV) dated October 1, 2008, as amended effective October 15, 2008 (incorporated by reference to Exhibit (f) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(g)		Put and Call Agreement (GPRE) dated April 1, 2008 by and among Bioverda International, Bioverda US Holdings LLC and Wilon Holdings S.A. (incorporated by reference to Exhibit (g) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(h)		Notice of exercise of Put Option (GPRE) dated October 1, 2008, as amended effective October 15, 2008 (incorporated by reference to Exhibit (h) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(i)		Lock-Up and Voting Agreement dated May 7, 2008 by and among Green Plains Renewable Energy, Inc. and Wilon Holdings S.A. (incorporated by reference to Exhibit (i) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(j)		Lock-Up and Voting Agreement dated May 7, 2008 by and between Wayne Hoovestol and VBV LLC (incorporated by reference to Exhibit (j) to the Reporting Persons’ initial Schedule 13D filed October 27, 2008)
(k)		Joint Filing Agreement, as amended, among the Reporting Persons (incorporated by reference to Exhibit (k) to Amendment No. 2 filed February 17, 2010)
(l)		Assignment and Assumption Agreement dated February 12, 2010 between NTR US Biosystems Holdings Limited and Greenstar North American Holdings, Inc. (incorporated by reference to Exhibit (l) to Amendment No. 2 filed February 17, 2010)
(m)		Form of Amendment No. 2 to Joint Filing Agreement among the Reporting Persons

(n)

Assignment and Assumption Agreement dated May 25, 2010 between NTR US Biosystems Holdings Limited and Greenstar North American Holdings Inc.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 3, 2010
Date


NTR plc
NTR US Biosystems Holdings Limited
Greenstar North America Holdings, Inc.


/s/ Jeremy Nel
Signature

Group Executive: Commercial & Legal
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

EX-99.(M) 2 a10-11547_1ex99dm.htm EX-99.(M)

Exhibit 99.(m)

AMENDMENT NO. 2 TO JOINT FILING AGREEMENT

This Amendment No. 2 to Joint Filing Agreement is entered into as of this 25th day of May, 2010 (this “Amendment”), among NTR plc (“NTR”), NTR US Biosystems Holdings Limited, formerly known as Bioverda International Holdings Limited (“Biosystems”), and Greenstar North America Holdings, Inc. (“Greenstar” and, together with NTR and Biosystems the “Reporting Persons”). This Amendment amends the Joint Filing Agreement (the “Joint Filing Agreement”) dated as of October 27, 2008, among NTR, Biosystems, and Bioverda US Holdings LLC (“Bioverda”).

WHEREAS, Biosystems is no longer an owner of any shares of common stock, par value $.001 per share (“Common Stock”), of Green Plains Renewable Energy, Inc., an Iowa corporation (“GPRE”); and

WHEREAS, the Reporting Persons desire to amend the Joint Filing Agreement to remove Biosystems as a party to the Joint Filing Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Reporting Persons hereto agree as follows:

1. Withdrawal from Joint Filing Agreement. The Joint Filing Agreement is hereby amended to provide that Biosystems is no longer a party to the Joint Filing Agreement.

2. Joint Filing Agreement. Except as amended hereby, the Joint Filing Agreement shall remain in full force and effect and is hereby ratified, confirmed and approved in all respects.

The Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned hereby execute this Amendment as of this 25th day of May, 2010.

NTR plc

By:

Name:

Title:

NTR US BIOSYSTEMS HOLDINGS LIMITED

By:

Name:

Title:

GREENSTAR NORTH AMERICA HOLDINGS, INC.

By:

Name:

Title:

EX-99.(N) 3 a10-11547_1ex99dn.htm EX-99.(N)

Exhibit 99.(n)

Assignment and Assumption Agreement

This Assignment and Assumption Agreement (this “Assignment”) is made and entered into as of May 25, 2010, by and between NTR US Biosystems Holdings Limited (f/k/a Bioverda International Holdings Ltd.) (the “Assignor”) and Greenstar North America Holdings Inc., a Delaware corporation (the “Assignee”).

Recitals

A. Effective as of the date hereof, Assignor transferred to Assignee 5,234,000 shares of common stock (the “Shares”) of Green Plains Renewable Energy, Inc., an Iowa corporation (the “Company”).

B. Assignor is a party to that certain Shareholders’ Agreement, dated May 7, 2008, by and among the Company, Bioverda US Holdings LLC, Wilon Holdings S.A., Assignor, and Wayne Hoovestol, as amended (the “Shareholders’ Agreement”).

C. In connection with the above-referenced transfer of Shares, Assignor desires to assign all of Assignor’s rights, and delegate all of its obligations, under the Shareholders’ Agreement to Assignee, and Assignee is willing to accept and assume such rights and obligations and agree to be bound by the terms and conditions of the Shareholders’ Agreement.

Agreement

1. Assignor hereby assigns all of Assignor’s rights and interest in and to the Shareholders’ Agreement, and delegates all of Assignor’s duties and obligations under the Shareholders’ Agreement, to Assignee. Assignee hereby accepts the foregoing assignment and delegation and assumes and promises to perform all of the obligations of Assignor under the Shareholders’ Agreement arising as of and after the date hereof.

2. Assignee hereby agrees to be bound by the terms and conditions of the Shareholders’ Agreement.

3. This Assignment shall inure to the benefit of and shall be binding upon each of the parties hereto and their successors and assigns. The parties shall execute and deliver such further and additional instruments, agreements and other documents, and take such other actions, as may be necessary to carry out the provisions of this Assignment. This Assignment shall be governed by the laws of the State of Delaware

IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the day and year first set forth above.

ASSIGNOR		ASSIGNEE

NTR US Biosystems Holdings Limited		Greenstar North America Holdings Inc.
(f/k/a Bioverda International Holdings Ltd.)


/s/ MICHAEL WALSH		/s/ MICHAEL WALSH

By:	Michael Walsh	By:	Michael Walsh

Its:	Director	Its:	Director