UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 13~~July 30, 2014

~~Syntroleum~~Sooner ~~Corporation~~Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34490	73-1565725
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5416 South Yale Avenue, Suite 400

Tulsa, Oklahoma 74135

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (918)-592-7900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On ~~January 13~~July 30, 2014, ~~Renewable~~Sooner ~~Energy Group~~Holdings, Inc. (the “~~REG~~Company”) ~~filed~~distributed ~~with the~~an ~~United~~aggregate ~~States~~of ~~Securities~~2,095,879 ~~and~~shares ~~Exchange~~of ~~Commission~~common stock (the “~~SEC~~Shares”) aof ~~registration~~Renewable ~~statement~~Energy onGroup, ~~Form~~Inc. ~~S-4~~ (~~the~~ “~~Registration Statement~~REGI”) ~~that~~to ~~includes~~its ~~the~~stockholders ~~preliminary proxy statement of Syntroleum Corporation~~ (the “~~Company~~Distribution”) ~~and~~pursuant to the ~~preliminary~~terms ~~prospectus~~ of ~~REG.~~that ~~The~~certain ~~Registration~~Plan ~~Statement~~of ~~was~~Liquidation ~~filed~~and inDissolution adopted ~~connection~~by ~~with~~ the ~~transactions~~Company’s ~~contemplated~~board byof ~~that~~directors ~~certain~~on ~~Asset Purchase Agreement, dated as of~~ December 17, 2013, by and ~~among~~approved ~~REG, REG~~by ~~Synthetic~~its ~~Fuels,~~stockholders ~~LLC~~on June 3, a2014 ~~wholly-owned~~(the ~~subsidiary~~“Plan”). ofThe ~~REG~~Company ~~(“REG~~was ~~Synthetic”)~~issued ~~and~~an ~~the~~aggregate ~~Company~~of 3,493,613 ~~pursuant~~shares toof ~~which~~REGI ~~REG~~common ~~Synthetic~~stock ~~has~~in ~~agreed~~consideration toof the ~~acquire~~sale of substantially all of ~~Syntroleum~~the Company’s assets ~~(the~~pursuant ~~“Asset~~to ~~Sale”). The~~the ~~preliminary~~terms ~~proxy statement~~ of ~~Syntroleum~~that ~~included~~certain inAsset ~~the~~Purchase ~~Registration~~Agreement, ~~Statement~~dated ~~also~~as ~~contains~~of ~~information~~December 17, ~~about~~2013, ~~the~~by ~~intended liquidation~~ and ~~dissolution~~among ofthe ~~Syntroleum~~Company, ~~subject~~REGI, toand ~~the~~REG ~~consummation~~Synthetic ofFuels, ~~the~~LLC (“Asset Sale ~~(the “Dissolution~~”) ~~and related matters~~.

~~Additional~~In ~~Information~~connection ~~about~~with the ~~Proposed~~Distribution, ~~Transactions~~each stockholder of record of the Company as June 11, 2014 (the “Final Record Date”), being the date on which the Company filed its Certificate of Dissolution with the Secretary of State of the State of Delaware and ~~Where~~closed its stock transfer books, received approximate 0.2103 Shares (rounded down to ~~Find~~the Itnearest whole Share) with respect to each share of the Company’s common stock held by such stockholder as of the Final Record Date. Following the Distribution, the Company continues to hold 1,397,734 shares of REGI common stock (the “Retained Shares”).

~~REG~~Subject ~~has~~to ~~filed with~~ the ~~SEC~~terms aand ~~registration~~conditions ~~statement~~of onthe ~~Form~~Plan, ~~S-4~~the inCompany ~~connection~~intends ~~with~~to ~~the~~make ~~proposed~~subsequent ~~transactions,~~distributions ~~which~~of ~~will~~Retained ~~include~~Shares. ~~Syntroleum’s~~The ~~preliminary proxy~~timing ~~statement~~ and ~~REG’s~~amount ~~preliminary~~of ~~prospectus~~any ~~for~~such subsequent ~~the~~distributions ~~proposed~~remains ~~transactions.~~uncertain ~~REG~~ and ~~Syntroleum~~ will ~~also~~depend ~~file~~on ~~other documents with~~ the ~~SEC~~Company’s ~~relating~~ability to ~~the~~satisfy ~~proposed~~its ~~transactions.~~liabilities Aand definitive proxy statement/prospectus will be mailed to stockholders of Syntroleum. THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT REGobligations, ~~SYNTROLEUM~~including, ~~THE~~without ~~PROPOSED~~limitation, ~~ASSET~~liabilities ~~SALE~~that ~~AND~~may ~~DISSOLUTION~~arise ~~AND~~in ~~RELATED~~connection ~~MATTERS.~~with ~~BEFORE~~the ~~MAKING~~on-going ~~ANY~~shareholder ~~VOTING AND~~litigation ~~INVESTMENT~~related ~~DECISION~~to ~~WITH~~the ~~RESPECT~~Asset TOSale. ~~THE~~Notwithstanding ~~TRANSACTIONS,~~anything ~~INVESTORS~~contained ~~AND~~herein ~~STOCKHOLDERS~~to OFthe ~~SYNTROLEUM~~contrary, ~~ARE~~any ~~URGED~~determination TOregarding ~~READ~~the ~~THE~~timing ~~REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement~~ and ~~the~~ ~~proxy~~amount ~~statement/prospectus can be obtained free~~ of ~~charge~~any ~~through~~subsequent ~~the~~distributions ~~website~~will ~~maintained~~be made by the ~~SEC at www.sec.gov, at REG~~Company’s ~~website~~board atof ~~www.regi.com~~directors ~~under~~in ~~the~~its ~~tab~~sole ~~“Investor~~discretion, ~~Relations”~~ and ~~then “Financial Information” and~~ ~~“SEC~~there ~~Filings,”~~can atbe ~~Syntroleum’s~~no ~~website~~assurance atthat ~~www.syntroleum.com~~any ~~under~~such ~~the~~subsequent ~~tab~~distributions ~~“Investor~~will ~~Relations”~~be ~~and~~made ~~then~~promptly ~~“SEC Filings,” from Renewable Energy Group Investor Relations, 416 S. Bell Avenue, Ames, Iowa 50010, telephone: 515-239-8091,~~ or ~~from~~at ~~Syntroleum Investor Relations, 5416 S~~all. ~~Yale Ave., Suite 400, Tulsa, Oklahoma 74135, telephone: 281-224-9862.~~

~~Participants~~Any ininquiries regarding the ~~Solicitation~~Distribution should be directed to the Company’s distribution agent, Computershare Trust Company, at:

~~REG~~Computershare ~~and~~Trust ~~Syntroleum~~Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Syntroleum stockholders in connection with the proposed transactions. Information regarding the special interests of these directors and executive officers in the proposed transactions is included in the preliminary proxy statement/prospectus referred to above. Additional information regarding Syntroleum’s directors and executive officers is also included in Syntroleum’s proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on November 1, 2013. Additional information regarding REG’s directors and executive officers is also included in REG’s proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013. These proxy statements are available free of charge at the SEC’s website at www.sec.gov and from Syntroleum and REG by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the proxy statement/prospectus.

~~Disclaimer~~250 Royall Street

~~This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities~~Canton, ~~nor~~MA ~~shall~~02021 there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Within USA, US territories & Canada (800) 546-5141

Outside USA, US territories & Canada (781) 575-2765

The Company will cause to be posted an Internal Revenue Service Form 8937 on REGI’s website promptly after such Form 8937 is filed with the Internal Revenue Service, and will likewise cause to be posted any subsequent amendments thereto.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, as amended, that involve risks and uncertainties. These forward-looking statements include any statements regarding the Company’s operational plans. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January 13~~July 30, 2014

~~SYNTROLEUM~~SOONER ~~CORPORATION~~HOLDINGS, INC. By: /s/ Karen L. Power Karen L. Power ~~Senior~~Chief ~~Vice~~Executive ~~President/Principal Financial~~ Officer

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