UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
KiOR, INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
497217 10 9
(CUSIP Number)
BIOeCON B.V.
Hogebrinkerweg 15 e
3871 KM Hoevelaken
The Netherlands
Tel: +31 33 254 04 73
Attn: O.B. de Haseth
Copies to:
Whitney J. Smith, Esq.
K&L Gates LLP
599 Lexington Avenue
New York, New York 10022
(212) 536-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 2014
(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 497217 10 9
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |
| | | |
| | BIOeCON B.V. | |
| | | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
| | (a) o | |
| | (b) o | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions): OO | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A | o |
| 6. | Citizenship or Place of Organization: The Netherlands | |
| Number of | 7. | Sole Voting Power: 0 |
| Shares | | |
| Beneficially | 8. | Shared Voting Power: 4,556,599 * |
| Owned by | | |
| Each | 9. | Sole Dispositive Power: 0 |
| Reporting | | |
| Person | 10. | Shared Dispositive Power: 0 |
| With | | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 * | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A | o |
| 13. | Percent of Class Represented by Amount in Row (11): 7.14%* | |
| 14. | Type of Reporting Person (See Instructions): CO | |
| * | The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V. BIOeCON B.V. may be deemed to share voting power over these shares with BIOeCON Holding B.V., its controlling stockholder and BIOeCON International Holding N.V., the controlling stockholder of BIOeCON Holding B.V. Percentage ownership is calculated based on 63,847,951 shares of Class A Common Stock issued and outstanding, as reported on the Definitive Proxy Statement filed by KiOR, Inc. with the Securities and Exchange Commission on June 25, 2014. |
CUSIP 497217 10 9
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |
| | | |
| | BIOeCON Holding B.V. | |
| | | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
| | (a) o | |
| | (b) o | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions): N/A | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A | o |
| 6. | Citizenship or Place of Organization: The Netherlands | |
| Number of | 7. | Sole Voting Power: 0 |
| Shares | | |
| Beneficially | 8. | Shared Voting Power: 4,556,599 * |
| Owned by | | |
| Each | 9. | Sole Dispositive Power: 0 |
| Reporting | | |
| Person | 10. | Shared Dispositive Power: 0 |
| With | | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 * | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A | o |
| 13. | Percent of Class Represented by Amount in Row (11): 7.14%* | |
| 14. | Type of Reporting Person (See Instructions): CO | |
| * | The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V., of which BIOeCON Holding B.V. is a controlling stockholder and therefore may be deemed to share voting power with BIOeCON B.V. over the shares. |
CUSIP 497217 10 9
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |
| | | |
| | BIOeCON International Holding N.V. | |
| | | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |
| | (a) o | |
| | (b) o | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions): N/A | |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): N/A | o |
| 6. | Citizenship or Place of Organization: Curacao, Netherlands Antilles | |
| Number of | 7. | Sole Voting Power: 0 |
| Shares | | |
| Beneficially | 8. | Shared Voting Power: 4,556,599 * |
| Owned by | | |
| Each | 9. | Sole Dispositive Power: 4,556,599 * |
| Reporting | | |
| Person | 10. | Shared Dispositive Power: 0 |
| With | | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 4,556,599 * | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): N/A | o |
| 13. | Percent of Class Represented by Amount in Row (11): 7.14%* | |
| 14. | Type of Reporting Person (See Instructions): CO | |
| * | The amount of securities beneficially owned represents 4,556,599 shares of Class A Common Stock held by BIOeCON B.V., of which BIOeCON International Holding N.V. controls as the controlling stockholder of BIOeCON Holding B.V. BIOeCON International Holding N.V. has sole dispositive power over the shares, and may be deemed to share voting power. |
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements Item 5 of the original statement on Schedule 13D filed on July 12, 2011 with the Securities and Exchange Commission and amended by that certain Amendment No. 1 to Schedule 13D filed on May 25, 2012, that certain Amendment No. 2 to Schedule 13D filed on October 2, 2012, that certain Amendment No. 3 to Schedule 13D filed on February 1, 2013 and that certain Amendment No. 4 to Schedule 13D filed on July 21, 2014 (as amended, the “Schedule 13D”), which relates to Class A Common Stock, par value $0.0001 per share (“Class A Stock”), of KiOR, Inc., a Delaware corporation (“KiOR”). Unless otherwise indicated, capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 5 is being filed to correct the open-market sales of Class A Stock disclosed in Amendment No. 4. The table of open-market sales, and the resulting calculations of the amount and percentage of Class A Stock owned by BIOeCON BV, BIOeCON Holding BV and BIOeCON NV, inadvertently failed to include sales that occurred after July 11, 2014 but prior to the filing of Amendment No. 4. Item 5 of this Amendment No. 5 discloses all sales which were disclosed in Amendment No. 4 as well as the additional sales which had been inadvertently omitted.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby deleted and replaced with the following:
As of July 21, 2014, BIOeCON BV owns 4,556,599 shares of Class A Stock, constituting 7.14% of the Class A Stock issued and outstanding as of that date. BIOeCON Holding BV is a controlling stockholder of BIOeCON BV, and BIOeCON NV is a controlling stockholder of BIOeCON Holding BV, and thus they may be deemed to share voting power with BIOeCON BV with respect to these 4,556,599 shares of Class A Stock. BIOeCON NV has sole dispositive power with respect to these 4,556,599 shares of Class A Stock.
Since the Form 4 filed by BIOeCON BV on October 2, 2013, BIOeCON BV effected the following open-market sales of Class A Stock:
| Date | Shares | Price per Share |
| 3/27/2014 | 50,000 | $0.38 |
| 3/28/2014 | 50,000 | $0.37 |
| 5/23/2014 | 10,000 | $0.52 |
| 5/28/2014 | 10,000 | $0.55 |
| 6/4/2014 | 10,000 | $0.41 |
| 6/9/2014 | 10,000 | $0.44 |
| 6/11/2014 | 10,000 | $0.41 |
| 6/12/2014 | 10,000 | $0.42 |
| 6/13/2014 | 10,000 | $0.41 |
| 6/16/2014 | 10,000 | $0.41 |
| 6/17/2014 | 10,000 | $0.40 |
| 6/18/2014 | 20,000 | $0.40 |
| 6/19/2014 | 20,000 | $0.38 |
| 6/20/2014 | 40,000 | $0.36 |
| 6/23/2014 | 50,000 | $0.36 |
| 6/24/2014 | 20,000 | $0.36 |
| 6/25/2014 | 20,000 | $0.37 |
| 6/26/2014 | 20,000 | $0.40 |
| 6/27/2014 | 20,000 | $0.38 |
| 6/30/2014 | 40,000 | $0.37 |
| 7/1/2014 | 40,000 | $0.36 |
| 7/2/2014 | 40,000 | $0.36 |
| Date | Shares | Price per Share |
| 7/3/2014 | 32,000 | $0.36 |
| 7/7/2014 | 50,000 | $0.35 |
| 7/8/2014 | 60,000 | $0.35 |
| 7/9/2014 | 60,000 | $0.36 |
| 7/10/2014 | 59,977 | $0.35 |
| 7/11/2014 | 60,000 | $0.36 |
| 7/14/2014 | 100,000 | $0.38 |
| 7/15/2014 | 60,000 | $0.38 |
| 7/16/2014 | 130,000 | $0.38 |
| 7/17/2014 | 100,000 | $0.36 |
| 7/18/2014 | 100,000 | $0.37 |
| 7/21/2014 | 100,000 | $0.36 |
Other than as set forth this Item 5 above, there have been no transactions in Class A Stock effected by BIOeCON BV, BIOeCON Holding BV or BIOeCON NV during the sixty days on or prior to the date hereof.
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.
| | July 22, 2014 |
| | | | | |
| | | | | |
| | BIOeCON B.V. |
| | | | | |
| | | | | |
| | By: BIOeCON Holding B.V., its Managing Director |
| | | By:BIOeCON International Holding N.V., its Managing Director |
| | | | By: Orangefield Trust (Caribbean) N.V., its |
| | | | Managing Director |
| | | | | |
| | | | | |
| | | | By: | /s/ B. Bekkering | |
| | | | Name: | B. Bekkering | |
| | | | Title: | General Proxyholder | |
| | | | | | |
| | | | | | |
| | | | By: | /s/ L.M. Overmeer | |
| | | | Name: | L.M. Overmeer | |
| | | | Title: | Proxyholder | |
| | | | | | |
| | | | | | |
| | | | By: | /s/ O.B. de Haseth | |
| | | | Name: | O.B. de Haseth | |
| | | | Title: | Director | |
| | | | | |
| | | | | |
| | BIOeCON HOLDING B.V. |
| | | | | |
| | | | | |
| | By: BIOeCON International Holding N.V., its Managing Director |
| | | By: Orangefield Trust (Caribbean) N.V., its Managing Director |
| | | | | | |
| | | | By: | /s/ B. Bekkering | |
| | | | Name: | B. Bekkering | |
| | | | Title: | General Proxyholder | |
| | | | | | |
| | | | | | |
| | | | By: | /s/ L.M. Overmeer | |
| | | | Name: | L.M. Overmeer | |
| | | | Title: | Proxyholder | |
| | | | | | |
| | | | | | |
| | | By: | /s/ O.B. de Haseth | |
| | | Name: | O.B. de Haseth | |
| | | Title: | Director | |
| | BIOeCON INTERNATIONAL HOLDING N.V. |
| | | | | |
| | | | | |
| | By: Orangefield Trust (Caribbean) N.V., its Managing Director |
| | | | | |
| | | | | |
| | | By: | /s/ B. Bekkering | |
| | | Name: | B. Bekkering | |
| | | Title: | General Proxyholder | |
| | | | | |
| | | | | |
| | | By: | /s/ L.M. Overmeer | |
| | | Name: | L.M. Overmeer | |
| | | Title: | Proxyholder | |
| | | | | |
| | | | | |
| | By: | /s/ O.B. de Haseth | |
| | Name: | O.B. de Haseth | |
| | Title: | Director | |
