UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934 (Amendment No. 2)* |
| KiOR, Inc. |
(Name of Issuer) |
| Class A Common Stock, par value $.0001 per share |
(Title of Class of Securities) |
| 064058916 |
(CUSIP Number) COPY TO: |
Michael P. Dimitruk Artis Capital Management, L.P. One Market Plaza Steuart Tower, Floor 27 San Francisco, CA 94105 (415) 344-6200 | Jacob E. Comer Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 9, 2011 |
| (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 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 §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).
| 1. | NAME OF REPORTING PERSON STUART L. PETERSON |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] |
| 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 U.S. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | 16,468,728 |
| 8. | SHARED VOTING POWER | -0- |
| 9. | SOLE DISPOSITIVE POWER | 16,468,728 |
| 10. | SHARED DISPOSITIVE POWER | -0- |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,468,728 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES[ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 42.1%1 |
| 14. | TYPE OF REPORTING PERSON IN, HC |
| 1 | Percentage calculations are based upon 39,133,134 issued and outstanding shares of Class A Common Stock immediately after the Issuer’s initial public offering as reported in the Issuer’s Section 424(b) Final Prospectus. |
AMENDMENT NO. 2 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 5, 2011, as amended by Amendment No. 1 thereto filed on August 4, 2011 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby amended as follows:
| Item 5. | Interest in Securities of Issuer |
Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
(a) and (b)
For the reasons described in Item 3 above, the Reporting Person may be deemed to beneficially own 16,468,728 shares of Class A Common Stock; however, the filing of this statement shall not be construed as an admission that he is the beneficial owner of such securities. The shares would comprise 42.1% of the total issued and outstanding Class A Common Stock (calculated based on 39,133,134 issued and outstanding shares of Class A Common Stock immediately after the Issuer’s initial public offering, as reported in the Issuer’s Section 424(b) Final Prospectus). With respect to all of such shares of Class A Common Stock, the Reporting Person may be deemed to have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of such securities.
(c)
The trading dates, number of shares of Class A Common Stock purchased or sold, and the price per share for all transactions attributable to the Reporting Person in the shares of Class A Common Stock, within the past 60 days are set forth below:
| Name | Date | Price Per Share | Number of Shares Purchased/ (Sold)(1) | Where and How Transaction was Effected |
| Reporting Person | 6/24/2011 | (2) | 11,866,584 | Conversion of preferred stock |
| Reporting Person | 6/24/2011 | $14.98* | 313,608 | Open market purchase |
| Reporting Person | 6/24/2011 | $15.00 | 2,250,000 | Allocation in initial public offering |
| Reporting Person | 6/27/2011 | $15.00 | 89,770 | Open market purchase |
| Reporting Person | 6/28/2011 | $14.90* | 179,326 | Open market purchase |
| Reporting Person | 6/29/2011 | $14.95 | 44,227 | Open market purchase |
| Reporting Person | 6/30/2011 | $15.05* | 107,452 | Open market purchase |
| Reporting Person | 7/01/2011 | $15.02* | 5,600 | Open market purchase |
| Reporting Person | 7/05/2011 | $14.95* | 2,776 | Open market purchase |
| Reporting Person | 7/06/2011 | $14.97* | 3,300 | Open market purchase |
| Reporting Person | 7/07/2011 | $15.01* | 6,585 | Open market purchase |
| Reporting Person | 7/08/2011 | $14.98* | 20,634 | Open market purchase |
| Reporting Person | 7/11/2011 | $15.12* | 119,877 | Open market purchase |
| Reporting Person | 7/12/2011 | $15.00* | 45,029 | Open market purchase |
| Reporting Person | 7/14/2011 | $15.02* | 3,909 | Open market purchase |
| Reporting Person | 7/15/2011 | $15.10* | 100 | Open market purchase |
| Reporting Person | 7/18/2011 | $15.01* | 48,014 | Open market purchase |
| Reporting Person | 7/19/2011 | $14.80* | 235,776 | Open market purchase |
| Reporting Person | 7/20/2011 | $14.85* | 52,161 | Open market purchase |
| Reporting Person | 7/21/2011 | $14.84* | 29,982 | Open market purchase |
| Reporting Person | 7/22/2011 | $14.82* | 54,754 | Open market purchase |
| Reporting Person | 7/25/2011 | $14.98* | 22,578 | Open market purchase |
| Reporting Person | 7/26/2011 | $14.87* | 54,400 | Open market purchase |
| Reporting Person | 7/27/2011 | $14.68* | 74,243 | Open market purchase |
| Reporting Person | 7/28/2011 | $14.54* | 72,298 | Open market purchase |
| Reporting Person | 7/29/2011 | $14.49* | 61,251 | Open market purchase |
| Reporting Person | 8/01/2011 | $14.41* | 19,412 | Open market purchase |
| Reporting Person | 8/02/2011 | $14.15* | 107,157 | Open market purchase |
| Reporting Person | 8/03/2011 | $13.99* | 172,002 | Open market purchase |
| Reporting Person | 8/04/2011 | $12.80* | 174,523 | Open market purchase |
| Reporting Person | 8/05/2011 | $11.98* | 49,683 | Open market purchase |
| Reporting Person | 8/08/2011 | $11.12* | 23,617 | Open market purchase |
| Reporting Person | 8/09/2011 | $9.79* | 158,100 | Open market purchase |
Explanation of Responses:
(1) - By virtue of the relationships described in Item 3 above, the Reporting Person may be deemed to beneficially own the securities of the Issuer held by the Funds; however, he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) - Upon the closing of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock and each outstanding share of Series C Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock at a conversion price equal to 80% of the initial public offering price. At the initial public offering price of $15.00, each share of Series C Preferred Stock converted into 0.4085 shares of Class A Common Stock.
* The Reporting Person undertakes, upon request by the SEC staff, the Issuer or a securityholder of the Issuer, to provide full information regarding the number of shares purchased or sold at each separate price. The transactions effected on 6/24/2011 occurred at prices ranging from $14.75 to $15.00. The transactions effected on 6/28/2011 occurred at prices ranging from $14.75 to $14.92. The transactions effected on 6/30/2011 occurred at prices ranging from $14.81 to $15.15. The transactions effected on 7/01/2011 occurred at prices ranging from $15.00 to $15.05. The transactions effected on 7/05/2011 occurred at prices ranging from $14.91 to $15.00. The transactions effected on 7/06/2011 occurred at prices ranging from $14.92 to $15.00. The transactions effected on 7/07/2011 occurred at prices ranging from $15.00 to $15.02. The transactions effected on 7/08/2011 occurred at prices ranging from $14.90 to $15.05. The transactions effected on 7/11/2011 occurred at prices ranging from $15.05 to $15.20. The transactions effected on 7/12/2011 occurred at prices ranging from $14.98 to $15.00. The transactions effected on 7/14/2011 occurred at prices ranging from $14.90 to $15.10. The transactions effected on 7/15/2011 occurred at a price of $15.10. The transactions effected on 7/18/2011 occurred at prices ranging from $14.88 to $15.10. The transactions effected on 7/19/2011 occurred at prices ranging from $14.60 to $14.90. The transactions effected on 7/20/2011 occurred at prices ranging from $14.75 to $14.95. The transactions effected on 7/21/2011 occurred at prices ranging from $14.98 to $15.10. The transactions effected on 7/22/2011 occurred at prices ranging from $14.80 to $14.94. The transactions effected on 7/25/2011 occurred at prices ranging from $14.95 to $15.00. The transactions effected on 7/26/2011 occurred at prices ranging from $14.79 to $14.95. The transactions effected on 7/27/2011 occurred at prices ranging from $14.50 to $14.70. The transactions effected on 7/28/2011 occurred at prices ranging from $14.50 to $14.70. The transactions effected on 7/29/2011 occurred at prices ranging from $14.26 to $14.55. The transactions effected on 8/01/2011 occurred at prices ranging from $14.40 to $14.50. The transactions effected on 8/02/2011 occurred at prices ranging from $13.95 to $14.50. The transactions effected on 8/03/2011 occurred at prices ranging from $13.31 to $14.30. The transactions effected on 8/04/2011 occurred at prices ranging from $12.00 to $13.50. The transactions effected on 8/05/2011 occurred at prices ranging from $11.85 to $12.16. The transactions effected on 8/08/2011 occurred at prices ranging from $10.27 to $12.02. The transactions effected on 8/09/2011 occurred at prices ranging from $8.88 to $10.41.
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
DATED: August 10, 2011
| | By: | /s/ Stuart L. Peterson |
| | | Name: Stuart L. Peterson |
