UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
RENEWABLE ENERGY GROUP, INC.
(Name of Issuer)
COMMON STOCK
SERIES B PREFERRED STOCK
(Title of Class of Securities)
COMMON STOCK: 75972A 301
SERIES B PREFERRED STOCK: 75972A 50 9
(CUSIP Number)
Derek Bacon
c/o U.S. Renewables Group
2425 Olympic Boulevard, Suite 4050W
Santa Monica, CA 90404
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 15, 2013 July 19, 2013
(Dates of Events which Require Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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.: | Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
USRG Power & Biofuels Fund II GP, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | ||||
8. | Shared Voting Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
9. | Sole Dispositive Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | |||||
10. | Shared Dispositive Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,103,867 SHARES* SERIES B PREFERRED STOCK: 755,519 SHARES | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
COMMON STOCK: 6.5% SERIES B PREFERRED STOCK: 25.2% | |||||
14. | TYPE OF REPORTING PERSON
OO |
* | Includes 592,829 shares of Common Stock and 755,519 shares of Series B Preferred Stock, which shares are convertible (assuming no accrued and unpaid dividends and no adjustments to the conversion price) into 1,511,038 shares of Common Stock. |
-2-
CUSIP NO.: | Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
USRG Power & Biofuels Fund II, LP | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | ||||
8. | Shared Voting Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
9. | Sole Dispositive Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | |||||
10. | Shared Dispositive Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,103,867 SHARES* SERIES B PREFERRED STOCK: 755,519 SHARES | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
COMMON STOCK: 6.5% SERIES B PREFERRED STOCK: 25.2% | |||||
14. | TYPE OF REPORTING PERSON
PN |
CUSIP NO.: | Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
USRG Power & Biofuels Fund II-A, LP | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | ||||
8. | Shared Voting Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
9. | Sole Dispositive Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | |||||
10. | Shared Dispositive Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,103,867 SHARES* SERIES B PREFERRED STOCK: 755,519 SHARES | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
COMMON STOCK: 6.5% SERIES B PREFERRED STOCK: 25.2% | |||||
14. | TYPE OF REPORTING PERSON
PN |
CUSIP NO.: | Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
USRG Management Company, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | ||||
8. | Shared Voting Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
9. | Sole Dispositive Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | |||||
10. | Shared Dispositive Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,103,867 SHARES* SERIES B PREFERRED STOCK: 755,519 SHARES | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
COMMON STOCK: 6.5% SERIES B PREFERRED STOCK: 25.2% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP NO.: | Common Stock: 75972A 301; Series B Preferred Stock: 75972A 50 9 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
USRG Holdco V, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | ||||
8. | Shared Voting Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
9. | Sole Dispositive Power:
Common Stock: - 0 - Shares Series B Preferred Stock: - 0 - Shares | |||||
10. | Shared Dispositive Power:
Common Stock: 2,103,867 Shares* Series B Preferred Stock: 755,519 Shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,103,867 SHARES* SERIES B PREFERRED STOCK: 755,519 SHARES | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
COMMON STOCK: 6.5% SERIES B PREFERRED STOCK: 25.2% | |||||
14. | TYPE OF REPORTING PERSON
OO |
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to Schedule 13D amends the previous Schedule 13D filed by the Reporting Persons on February 15, 2012, as amended by Amendment No. 1 filed on February 13, 2013, as amended by Amendment No. 2 filed on April 30, 2013, as amended by Amendment No. 3 filed on June 3, 2013, as amended by Amendment No. 4 filed on June 28, 2013, as amended by Amendment No. 5 filed on July 2, 2013, as amended by Amendment No. 6 filed on July 11, 2013, as amended by Amendment No. 7 filed on July 16, 2013 (collectively as amended, the Original 13D), relating to the Common Stock and Series B Preferred Stock of Renewable Energy Group, Inc., a Delaware corporation (the Issuer). Except as amended herein, the information set forth in the Original 13D is unchanged and has been omitted from this Amendment No. 8. Capitalized terms used herein without definition have the meanings assigned thereto in the Original 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original 13D is hereby supplemented with the following:
On May 30, 2013, USRG Holdco V, LLC (Holdco V) entered into a Rule 10b5-1 Trading Plan (the Plan) with UBS Financial Services Inc. (UBSFS) providing for the sale by UBSFS on Holdco Vs behalf during the term of the Plan of up to an aggregate of 3,189,624 shares of the Issuers Common Stock at a minimum predetermined price per share and subject to the terms and conditions of the Plan. Sales may be made under the Plan during the period beginning on June 13, 2013 and ending on May 31, 2014, subject to earlier termination under certain limited circumstances.
As was reported under Amendment No. 4 to Schedule 13D, Holdco V sold 406,597 shares under the Plan of the Issuers Common Stock from June 13, 2013 through June 25, 2013. This disposition represents a 1.2% change in ownership of Issuers Common Stock.
As was reported under Amendment No. 5 to Schedule 13D, Holdco V sold 524,361 shares under the Plan of the Issuers Common Stock from June 26, 2013 through June 28, 2013. This disposition represents a 1.6% change in ownership of Issuers Common Stock.
As was reported under Amendment No. 6 to Schedule 13D, Holdco V sold 570,623 shares under the Plan of the Issuers Common Stock from July 1, 2013 through July 8, 2013. This disposition represents a 1.8% change in ownership of Issuers Common Stock.
As was reported under Amendment No. 7 to Schedule 13D, Holdco V sold 588,316 shares under the Plan of the Issuers Common Stock from July 9, 2013 through July 12, 2013. This disposition represents a 1.8% change in ownership of Issuers Common Stock.
From July 15, 2013 through July 19, 2013, Holdco V sold 506,898 shares under the Plan of the Issuers Common Stock. This disposition represents a 1.6% change in ownership of Issuers Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT SECURITIES OF THE ISSUER.
Item 6 of the Original 13D is hereby supplemented with the following:
The information with respect to the Plan set forth under Item 4 above is incorporated into this Item 6 by reference.
SIGNATURES
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.
Dated: July 23, 2013
USRG POWER & BIOFUELS FUND II GP, LLC | ||
By: | /s/ Jonathan Koch | |
Jonathan Koch, Managing Director | ||
USRG POWER & BIOFUELS FUND II, LP | ||
By: USRG Power & Biofuels Fund II GP, LLC, its General Partner | ||
By: | /s/ Jonathan Koch | |
Jonathan Koch, Managing Director | ||
USRG POWER & BIOFUELS FUND II-A, LP | ||
By: USRG Power & Biofuels Fund II GP, LLC, its General Partner | ||
By: | /s/ Jonathan Koch | |
Jonathan Koch, Managing Director | ||
USRG MANAGEMENT COMPANY, LLC | ||
By: | /s/ Jonathan Koch | |
Jonathan Koch, Managing Director | ||
USRG HOLDCO V, LLC | ||
By: USRG Management Company, LLC, its Manager | ||
By: | /s/ Jonathan Koch | |
Jonathan Koch, Managing Director |