FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Kior Inc [ KIOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 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: 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 | ||||||||
Class A Common Stock Warrants (Right to Buy)(1) | $5.71 | 03/17/2013 | J | 413,245(2) | 03/17/2013 | 08/03/2020 | Class A Common Stock | 413,245 | $0 | 413,245 | I | See footnote(3) | |||
Class A Common Stock Warrants (Right to Buy)(1) | $5.71 | 03/17/2013 | J | 319,084(4) | 03/17/2013 | 08/03/2020 | Class A Common Stock | 319,084 | $0 | 319,084 | I | See footnote(3) |
Explanation of Responses: |
1. On January 26, 2012, 1538731 Alberta Ltd. and 1538716 Alberta Ltd. (collectively, the "Lenders") entered into a Loan and Security Agreement (the "Loan Agreement") with Kior, Inc. (the "Issuer") providing for a secured term loan in the amount of $75 million. On March 17, 2013, the parties entered into amendment number one to the Loan Agreement (the "Amendment"), which, among other things, (i) increased the amount available under the facility by $50 million, subject to the terms of the Loan Agreement, (ii) replaced the requirement to make installment payments of principal and interest with a single balloon payment at maturity, (iii) allowed the Issuer to elect payment of paid-in-kind interest throughout the term of the loan, (iv) modified certain financial and negative covenants, and (v) provided for the conversion of the secured obligations in certain circumstances, subject to the terms of the Loan Agreement. |
2. On March 17, 2013, in connection with the execution of the Amendment, the Lenders received warrants to purchase an aggregate of 413,245 shares of Class A Common Stock at an exercise price of $5.71 per share (the "ATM Warrants"). The ATM Warrants were issued in partial consideration for the Lenders' agreement to enter into the Amendment. Pursuant to the ATM Warrants, the number of shares issued equal (i) 3.75% of the average principal balance of the secured obligations payable to the Lenders as of the last calendar day of each of the subsequent 12 months, divided by (ii) 100% of the volume-weighted average closing market price per share of the Class A Common Stock over the 20 consecutive trading days ending on, but excluding, the day of grant. |
3. The securities are held directly by the Lenders. Alberta Investment Management Corporation ("AIMCo") may be deemed to have voting and investment power with respect to securities held by the Lenders. However, AIMCo has disclaimed beneficial ownership of such securities. Dr. Bachher is the Executive Vice President, Venture & Innovations of AIMCo. Dr. Bachher disclaims beneficial ownership of all of these securities. |
4. On March 17, 2013, in connection with the execution of the Amendment, the Lenders received warrants to purchase an aggregate of 319,084 shares of Class A Common Stock at an exercise price of $5.71 per share (the "Subsequent PIK Warrants"). The Subsequent PIK Warrants were issued in response to the Issuer's election to pay paid-in-kind interest on the secured obligations for the period from March 1, 2013 through February 28, 2014. Pursuant to the Subsequent PIK Warrants, the number of warrants issued equal (i) 18% of the amount of paid-in-kind interest payable over such 12 month period, divided by (ii) 100% of the volume-weighted average closing market price per share of the Class A Common Stock over the 20 consecutive trading days ending on, but excluding, the day of grant. |
/s/ Jagdeep Singh Bachher, for Alberta Investment Managment Corporation, Executive Vice President, Venture & Innovations | 04/24/2013 | |
** 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 Number. |