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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Stock, par value $0.0001 | (1) | 01/24/2012 | J(7) | 75,137 (5) | (1) | (1) | Common Stock, par value $0.0001 | 75,137 (5) | (7) | 2,957,416 (6) | D (2) (3) (4) | ||||
| Class A Common Stock, par value $0.0001 | (1) | 01/24/2012 | 01/24/2012 | P(11) | 28,125 (11) | (1) | (1) | Common Stock, par value $0.0001 | 28,125 (11) | (11) | 3,189,624 | D (8) (9) (10) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| USRG Power & Biofuels Fund II GP, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| USRG Management Company, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| USRG Holdco V, LLC 2425 OLYMPIC BOULEVARD SUITE 4050 SANTA MONICA, CA 90404 |
X | |||
| USRG POWER & BIOFUELS FUND II LP 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| USRG POWER & BIOFUELS FUND II-A LP 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| Koch Jonathan C/O US RENEWABLES GROUP 10 BANK STREET, SUITE 580 WHITE PLAINS, NY 10606 |
X | |||
| USRG Holdco IX, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| USRG Blocker IX, LLC 2425 OLYMPIC BOULEVARD SUITE 4050W SANTA MONICA, CA 90404 |
X | |||
| USRG Power & Biofuels Fund II GP, LLC, By : /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Management Company, LLC, By : /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Holdco V, LLC, By: USRG Management Company, LLC, its Manager, By: /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Power & Biofuels Fund II, LP, By: USRG Power & Biofuels Fund II GP, LLC, its General Partner, By: /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Power & Biofuels Fund II-A, LP, By: USRG Power & Biofuels Fund II GP, LLC, its General Partner, By: /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Jonathan Koch | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Holdco IX, LLC, By: USRG Management Company, LLC, its Manager, By: /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date | |
| USRG Blocker IX, LLC, By: USRG Management Company, LLC, its Manager, By: /s/ Jonathan Koch, Managing Director | 08/28/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | The Class A Common Stock will automatically convert into shares of Common Stock, par value $0.0001, on a one-for-one basis on July 16, 2012, subject to extension, and has no expiration date. |
| (2) | Reflects securities of the issuer owned directly by USRG Holdco V, LLC ("Holdco V"). |
| (3) | USRG Power & Biofuels Fund II, LP ("Fund II") and USRG Power & Biofuels Fund II-A,LP ("Fund II-A") are members of Holdco V. USRG Power & Biofuels Fund II GP, LLC ("Fund II GP") is the general partner of Fund II and Fund II-A. USRG Management Company, LLC ("Management Company") is a manager of Holdco V and the management company for Fund II and Fund II-A. Jonahan Koch is a director of the issuer. An affiliate of Mr. Koch is a member of Fund II GP and indrectly a member of Management Company. |
| (4) | Fund II, Fund II-A, Fund II GP, Management Company and Mr. Koch may be deemed to indirectly beneficially own the securities of the issuer owned by Holdco V. Each of Fund II, Fund II-A, Fund II GP, Management Company and Mr. Koch expressly disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes, except to the extent of any pecuniary interest therein. |
| (5) | The Form 4, as originally filed, incorrectly reported that Holdco V had received 75,138 shares of Class A Common Stock pursuant to a warrant exchange agreement and letter agreement among certain holders of the issuer's warrants. |
| (6) | Reflects a 1-for-2.5 reverse stock split, which became effective on January 3, 2012. |
| (7) | Pursuant to a warrant exchange agreement and a letter agreement among certain holders of the issuer's warrants, the issuer cancelled the warrants to purchase 190,040 shares of its Common Stock held by Holdco V and Holdco V received 75,137 shares of Class A Common Stock, par value $0.0001, of the issuer. |
| (8) | Reflects securities of the issuer owned directly by Holdco IX. |
| (9) | Fund II is a member of Holdco IX. Fund II-A is a member of USRG Blocker IX, LLC ("Blocker IX"), which is a member of Holdco IX. Fund II GP is the general partner of Fund II and Fund II-A. Management Company is a manager of Holdco IX and the management company for Fund II and Fund II-A. Jonahan Koch is a director of the issuer. An affiliate of Mr. Koch is a member of Fund II GP and indrectly a member of Management Company. |
| (10) | Fund II, Fund II-A, Fund II GP, Management Company and Mr. Koch may be deemed to indirectly beneficially own the securities of the issuer owned by Holdco IX. Each of Fund II,Fund II-A, Blocker IX, Fund II GP, Management Company and Mr. Koch expressly disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes, except to the extent of any pecuniary interest therein. |
| (11) | Seneca Biodesel Holdco, LLC ("Seneca Holdco") acquired the Class A Common Stock pursuant to the exercise by the issuer of a call right, whereby the issuer purchased the equity interests in Seneca Landlord, LLC from Seneca Holdco for $12 million in cash and 60,000 shares of Class A Common Stock, par value $0.0001. The Form 4, as originally filed, failed to correctly report that 28,125 of such shares were distributed by Seneca Holdco to Holdco IX effective January 24, 2012. |