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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 | ||||||||
Put Option (Right to Sell) (3) | $ 12.1145 | 10/31/2008 | X | 554,879 | 10/16/2008 | 10/31/2008 | Common Stock | 554,879 | $ 0 | 0 | D (5) | ||||
Put Option (Right to Sell) (4) | $ 10 | 10/31/2008 | X | 766,000 | 10/16/2008 | 10/31/2008 | Common Stock | 766,000 | $ 0 | 0 | D (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bioverda International Holdings Ltd BURTON COURT, BURTON HALL DRIVE SANDYFORD DUBLIN, L2 18 |
X | |||
Bioverda US Holdings LLC ONE SOUTH DEARBORN, SUITE 800 CHICAGO, IL 60603 |
X | |||
NTR plc BURTON COURT, BURTON HALL DRIVE SANDYFORD DUBLIN, L2 18 |
X |
Ron Gillis, Attorney-in-Fact for Bioverda International Holdings Limited, Bioverda US Holdings LLC and NTR plc | 11/04/2008 | |
**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) | Includes 11,227,653 shares held directly by Bioverda International Holdings Limited and 766,000 shares held directly by Bioverda US Holdings LLC. Bioverda International Holdings Limited and Bioverda US Holdings LLC are wholly owned subsidiaries of NTR plc. NTR PLC is an indirect beneficial owner of the securities. |
(2) | Held directly by Bioverda International Holdings Limited, a wholly owned subsidiary of NTR plc. NTR plc is an indirect beneficial owner of the securities. |
(3) | Pursuant to the Put and Call Agreement (VBV), dated April 1, 2008, by and among Bioverda US Holdings LLC, Bioverda International Holdings Limited, and Wilon Holdings S.A. Prior to October 16, 2008, the put option was exercisable for up to 74 common units of VBV LLC held by Bioverda US Holdings LLC. The put option became exercisable for the securities reported upon the acquisition of VBV LLC by the issuer in a reverse triangular merger. The number of issuer securities subject to the put option was determined based on the conversion ratio set forth in the merger agreement. |
(4) | Pursuant to the Put and Call Agreement (GPRE), dated April 1, 2008, by and among Bioverda US Holdings LLC, Bioverda International Holdings Limited, and Wilon Holdings S.A. |
(5) | Held directly by Bioverda US Holdings LLC. Bioverda US Holdings LLC is a wholly owned subsidiary of NTR plc. NTR plc is an indirect beneficial owner of the securities. |