Amendment No. 2 to Schedule 13D

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

3,575,000

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,575,000

0001193125-17-223149.txt : 20170706 0001193125-17-223149.hdr.sgml : 20170706 20170706171503 ACCESSION NUMBER: 0001193125-17-223149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 GROUP MEMBERS: ASGARD INVESTMENT CORP. GROUP MEMBERS: ASGARD INVESTMENT CORP. II GROUP MEMBERS: BLACK DIAMOND OFFSHORE LTD. GROUP MEMBERS: BLACK DIAMOND THEMATIC OFFSHORE LTD. GROUP MEMBERS: CLINT D. CARLSON GROUP MEMBERS: DOUBLE BLACK DIAMOND OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Renewable Energy Group, Inc. CENTRAL INDEX KEY: 0001463258 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 264785427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86604 FILM NUMBER: 17953161 BUSINESS ADDRESS: STREET 1: 416 S. BELL AVENUE CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 515-239-8000 MAIL ADDRESS: STREET 1: 416 S. BELL AVENUE CITY: AMES STATE: IA ZIP: 50010 FORMER COMPANY: FORMER CONFORMED NAME: REG Newco, Inc. DATE OF NAME CHANGE: 20090501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d416480dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Renewable Energy Group, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

75972A301

(CUSIP Number)

Carlson Capital, L.P.

Attn: Joe Brucchieri

2100 McKinney Avenue

Dallas, TX 75201

(214) 932-9600

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

June 30, 2017

(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 Rule 13D-1(e), rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

*	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 the disclosures provided in a prior cover page.

The information required in 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 (the “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).

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Carlson Capital, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Double Black Diamond Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Black Diamond Thematic Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Black Diamond Offshore Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Asgard Investment Corp. II
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Asgard Investment Corp.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

SCHEDULE 13D


CUSIP No. 75972A301


1		NAMES OF REPORTING PERSON Clint D. Carlson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2016, and Amendment No. 1 thereto, filed with the SEC on October 5, 2016, on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.0001 per share (the “Common Shares”), of Renewable Energy Group, Inc., a Delaware corporation (the “Issuer”).

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 3,575,000 Common Shares. Based upon a total of 38,594,266 Common Shares outstanding as of April 28, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2017, the Reporting Persons’ shares represent approximately 9.26% of the outstanding Common Shares.

Carlson Capital, Asgard II, Asgard I and Mr. Carlson may be deemed to beneficially own and have the power to vote and direct the disposition of (i) the 1,671,900 Common Shares reported herein as owned by DOF, (ii) the 1,824,559 Common Shares reported herein as owned by TOF, and (iii) the 78,541 Common Shares reported herein as owned by OFF.

DOF may be deemed to beneficially own and has the power to vote and dispose the 1,671,900 Common Shares reported herein as owned by it, which shares represent approximately 4.33% of the outstanding Common Shares.

TOF may be deemed to beneficially own and has the power to vote and dispose the 1,824,559 Common Shares reported herein as owned by it, which shares represent approximately 4.62% of the outstanding Common Shares.

OFF may be deemed to beneficially own and has the power to vote and dispose the 78,541 Common Shares reported herein as owned by it, which shares represent approximately 0.20% of the outstanding Common Shares.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Stock in the past 60 days, all of which were brokered transactions effected in the open market (unless otherwise noted), are set forth below.


Reporting Person	Trade Date	Purchased (Sold)			Price / Share
DOF	6/26/17		(30,518	)	$	12.8318
DOF	6/27/17		(44,602	)	$	12.8631
DOF	6/28/17		(18,075	)	$	12.5516
DOF	6/28/17		(24,180	)	$	12.8007
DOF	6/30/17		(70,424	)	$	12.9594
DOF	7/5/17		28,685		$	12.349
TOF	6/26/17		(33,087	)	$	12.8318
TOF	6/27/17		(48,360	)	$	12.8631
TOF	6/28/17		(19,600	)	$	12.5516
TOF	6/28/17		(26,215	)	$	12.8007
TOF	6/30/17		(76,357	)	$	12.9594
TOF	7/5/17		42,925		$	12.349
OFF	6/26/17		(1,395	)	$	12.8318
OFF	6/27/17		(2,038	)	$	12.8631
OFF	6/28/17		(825	)	$	12.5516
OFF	6/28/17		(1,105	)	$	12.8007
OFF	6/30/17		(3,219	)	$	12.9594
OFF	7/5/17		3,390		$	12.349

(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: July 6, 2017


DOUBLE BLACK DIAMOND OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		Asgard Investment Corp. II, its general partner

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND THEMATIC OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		Asgard Investment Corp. II, its general partner

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


BLACK DIAMOND OFFSHORE LTD.

By:		Carlson Capital, L.P., its investment manager

By:		Asgard Investment Corp. II, its general partner

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


CARLSON CAPITAL, L.P.

By:		Asgard Investment Corp. II, its general partner

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP. II

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP.

By:		/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President

CLINT D. CARLSON

/s/ Clint D. Carlson