10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 000-54374

RENEWABLE ENERGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-4785427
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
416 South Bell Avenue, Ames, Iowa	50010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (515) 239-8000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Series A Preferred Stock Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of December 31, 2010, there was no public trading market for the registrant’s common stock. There were 33,129,553 shares of the registrant’s $0.0001 par value common stock outstanding on February 28, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

Renewable Energy Group, Inc. (the “Company”) is filing this Amendment No. 2 for the purpose of reporting the values of restricted stock unit grants under the stock awards column of the Company’s summary compensation table that were previously reported in the stock options column along with updating the values to reflect the grant date fair value.

Table of Contents

PART III
ITEM 11.	Executive Compensation	3
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	4
SIGNATURES		5
EXHIBIT INDEX		7

2

PART III

Item 11. Executive Compensation.

SUMMARY COMPENSATION TABLE

The following table summarizes certain compensation paid to our Chief Executive Officer, President and Chief Operating Officer and Chief Financial Officer during the years ended December 31, 2010, 2009, and 2008.

Name and Positions(s)	Year		Salary ($)			Bonus ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Jeffrey Stroburg		2010		—			—	$	2,966,738		—	$	2,966,738
Chief Executive Officer		2009	$	72,187	(3)		—		—		—	$	72,187
		2008	$	370,310	(5)		—		—		—	$	370,310
Daniel J. Oh		2010	$	260,926			—	$	2,249,393	$	4,845	$	2,515,164
President and Chief Operating Officer		2009	$	255,532			—		—	$	3,790	$	259,322
		2008	$	291,377			—		—	$	3,733	$	295,110
Chad Stone(6)		2010	$	186,252			—	$	592,500	$	5,735	$	784,487
Chief Financial Officer		2009	$	64,967		$	10,000		—	$	2,249	$	77,216
		2008		—			—		—		—		—

⁽¹⁾ Represents the grant date fair value of restricted stock unit awards granted to each named executive officer, computed in accordance with FASB ASC Topic 718. For a summary of the assumptions used in the valuation of awards made in 2010, please see note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010. These awards cliff vest on August 18, 2013. The restricted stock units were granted with respect to stock options that were cancelled on August 18, 2010. The named executive officers no longer hold any stock options and no stock options were granted to the named executive officers in 2008, 2009 or 2010.

⁽²⁾  Represents 401(k) match payments under REG’s 401(k) plan.

⁽³⁾  Represents amounts paid to West Central for services provided by Mr. Stroburg in January 2009 and February 2009. REG did not reimburse West Central for any amounts paid to Mr. Stroburg by West Central after February 2009 in light of the agreement that Mr. Stroburg would not earn a salary for his services provided to REG in light of difficult market and industry conditions.

⁽⁴⁾  Represents amounts paid to West Central for services provided by Mr. Stroburg as REG’s Chief Executive Officer. See “Certain relationships and related party transactions” for more information about these payments.

⁽⁵⁾ Mr. Stone joined REG in August 2009.

3

Item 15. Exhibits, Financial Statement Schedules.

The following documents are filed as part of this amendment:

(a) Financial Statements and Schedules: None.

(b) Exhibits: See the exhibit index to this amendment on Form 10-K/A, which is incorporated herein by reference.

(c) Financial Statements: None

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RENEWABLE ENERGY GROUP, INC.
(Registrant)
By	/s/ Jeffrey Stroburg
	Jeffrey Stroburg
	Chairman and Chief Executive Officer

Date: July 15, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

			Date
BY	/s/ Jeffrey Stroburg	Chairman and Chief Executive Officer (Principal Executive Officer)		July 15, 2011
	Jeffrey Stroburg
BY	/s/ Chad Stone	Chief Financial Officer (Principal Financial Officer)		July 15, 2011
	Chad Stone
BY	/s/ Natalie Lischer	Treasurer (Principal Accounting Officer)		July 15, 2011
	Natalie Lischer
	*	Director		July 15, 2011
	Paul Chatterton
	*	Director		July 15, 2011
	Scott P. Chesnut
	*	Director		July 15, 2011
	Delbert Christensen
	*	Director		July 15, 2011
	Randolph L. Howard
	*	Director		July 15, 2011
	Eric Hakmiller
	*	Director		July 15, 2011
	Michael A. Jackson
	*	Director		July 15, 2011
	Jonathan Koch
	*	Director		July 15, 2011
	Christopher Sorrells

5

*	Director	July 15, 2011
Don Huyser
*	Director	July 15, 2011
Ronald Mapes

* By:	/s/ Chad Stone
	Chad Stone, Attorney-In-Fact

6

EXHIBIT INDEX

Exhibit No.	DESCRIPTION
31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

7

EX-31.1

Exhibit 31.1

CERTIFICATION ACCOMPANYING PERIODIC REPORT

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Stroburg, Chairman of the Board and Chief Executive Officer, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Renewable Energy Group, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

	/s/ Jeffrey Stroburg
Dated: July 15, 2011	Jeffrey Stroburg Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION ACCOMPANYING PERIODIC REPORT

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Chad Stone, Chief Financial Officer, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Renewable Energy Group, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

	/s/ Chad Stone
Dated: July 15, 2011	Chad Stone Chief Financial Officer