Statement of Changes in Beneficial Ownership (4)
June 14 2022 - 12:37PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Bowen Eric |
2. Issuer Name and Ticker or Trading Symbol
Renewable Energy Group, Inc.
[
REGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Gen Counsel & Secretary |
(Last)
(First)
(Middle)
416 S. BELL AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2022 |
(Street)
AMES, IA 50010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 6/13/2022 | | D | | 3938 | D | (2) | 53720 | D | |
Common Stock | 6/13/2022 | | D | | 53720 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Rights | (3) | 6/13/2022 | | D | | | 8545 | (3) | (3) | Common Stock | 8545.0 | (3) | 0 | D | |
Explanation of Responses: |
(1) | These shares represent the amount of restricted stock units ("RSUs") that will vest according to the original RSU agreement and then will be cancelled and converted into the right to receive an amount of cash equal to $61.50 per share in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2022, between Renewable Energy Group, Inc. (the "Company"), Chevron Corporation ("Parent") and Cyclone Merger Sub ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on February 28, 2022, and by which the Company became a wholly-owned subsidiary of Parent. These RSUs were settled one for one in common stock of the Company. |
(2) | Outstanding shares of common stock of the Company were converted into the right to receive $61.50 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement. |
(3) | These shares represent the amount of performance-based restricted stock units ("PRSUs") that will vest in accordance with the original PRSU agreements based on the achievement of the performance criteria. On the vesting dates, the shares will be cancelled and converted into the right to receive the Merger Consideration in accordance with the Merger Agreement. |
Remarks: This "Exit" Form 4 is voluntarily filed to report that the Reporting Person is no longer serving in the role as the Company's General Counsel and Secretary, effective as of June 13, 2022, and therefore is no longer subject to Section 16 reporting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bowen Eric 416 S. BELL AVENUE AMES, IA 50010 |
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| Former Gen Counsel & Secretary |
Signatures
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/s/ Eric Bowen | | 6/14/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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