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): ~~May~~June 629, ~~2015~~2016

Sooner Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34490

73-1565725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10026-A South Mingo Road #297

Tulsa, Oklahoma 74133

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (918)- 625-1557

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:

¨	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 June 3, 2014, the stockholders of Sooner Holdings, Inc. (f/k/a Syntroleum Corporation) (~~“Sooner” or~~ the “Company”) approved: ~~(i)~~ the sale of substantially all of the assets of ~~Sooner~~the Company to REG Synthetic Fuels, LLC in(“Purchase ~~exchange~~Sub”), ~~for~~a ~~shares~~wholly ofowned ~~common~~subsidiary ~~stock (“Shares”)~~ of Renewable Energy Group, Inc. (“REG”), (the ~~parent~~“Transaction”) ~~company~~pursuant ofto that ~~REG~~certain ~~Synthetic~~Asset ~~Fuels,~~Purchase ~~LLC,~~Agreement ~~(ii) the~~dated ~~liquidation~~as of ~~all~~December 17, ~~assets~~2013 ofbetween ~~Sooner~~the Company, REG and Purchase Sub (~~iii)~~ the ~~dissolution~~“Purchase ~~of Sooner~~Agreement”).

~~The~~In ~~sale~~connection ~~was~~with ~~structured~~the asTransaction, athe ~~tax-free~~stockholders ~~“reorganization” under Section 368(a)(1)(C)~~ of the ~~Internal~~Company ~~Revenue~~also ~~Code~~approved, ~~requiring~~among ~~that~~other ~~all~~things, ~~assets~~a Plan of ~~Sooner,~~ ~~including~~Liquidation ~~the~~and ~~Shares~~Dissolution of ~~received~~Syntroleum asCorporation ~~consideration~~(the in“Plan”) allowing the ~~sale,~~Company’s beBoard ~~distributed~~of toDirectors ~~common~~(the ~~stockholders~~“Board”) ofto, ~~Sooner~~among ~~within~~other ~~twelve~~things, (12i) ~~months~~establish a liquidating trust for the benefit of the ~~date~~common stockholders of ~~closing~~the Company, subject to the claims of the ~~sale~~Company’s creditors, orand ~~June~~(ii) 3,transfer ~~2015~~the Company’s assets to such trust.

~~In connection with the sale~~Effective May 6, ~~the stockholders of Sooner also approved~~2015, ~~among~~pursuant ~~other things, a Plan of Liquidation and Dissolution of Syntroleum Corporation (“Plan”) allowing Sooner’s Board of Directors~~ to ~~liquidate Sooner in accordance with an applicable provision of~~ the ~~Delaware General Corporation Law~~Plan, ~~including Sections 280 and 281(a) or 281(b), and~~ the ~~power of the~~ Board to, ~~if deemed~~among ~~necessary~~other inthings, ~~its discretion:~~ (i) ~~establish~~established a liquidating trust ~~for~~known ~~the~~as ~~benefit of~~ the ~~common~~“Sooner ~~stockholders~~Holdings ofTrust” ~~Sooner~~ (the “~~Beneficiaries~~Trust”), ~~subject~~and ~~to the claims of Sooner’s creditors,~~ (ii) ~~appoint~~transferred ~~one~~all orright, ~~more~~title ~~liquidating~~and interest ~~trustees~~in, ~~(iii) enter~~to ~~into~~and aunder ~~liquidating~~the ~~trust~~remaining ~~agreement,~~assets ~~and~~of ~~(iv) transfer~~the ~~Sooner’s~~Company ~~assets~~ to ~~such~~the ~~trust~~Trust.

~~The~~As ~~Board~~described ~~has~~below, ~~determined~~the itCompany, the Trust, the Defendants (defined ~~will~~below), ~~take~~and ~~longer~~Lead ~~than~~Plaintiff ~~twelve~~Thomas Victor (12the “Lead Plaintiff” and, collectively, the “Parties”) ~~months~~ toin ~~distribute~~the ~~all~~class action lawsuit, In re Syntroleum Corp. Shareholder Litigation, CJ-201305807 (the “Consolidated Action”), entered into that certain Stipulation and Agreement of Compromise, Settlement and Release (the ~~remaining~~“Stipulation,” ~~assets~~and together with the proposed settlement of ~~Sooner~~those issues to ~~its~~be ~~common~~approved ~~stockholders~~by the Court, ~~which~~the ~~assets~~“Settlement”) ~~are~~and ~~listed~~filed ~~below~~the Stipulation in the District Court in and for Tulsa County, State of Oklahoma (the “Court”) on June 24, 2016. On June 29, 2016, the Court issued an Order Granting Preliminary Approval of Stipulation and Agreement of Compromise, Settlement and Release, and Schedule Order Related Thereto (the “Preliminary Order”).

InThe ~~order~~Class toAction ~~comply~~Litigation with the requirements of Section 368(a)(1)(C) of the Code such that the sale remains a tax-free “reorganization,” the Board, in accordance with the Plan, deemed it necessary, appropriate and desirable to: (i) establish a liquidating trust (“Trust”) for the benefit of the Beneficiaries, to be known as the “Sooner Holdings Trust,” subject to the claims of Sooner’s creditors, (ii) appoint Karen L. Power as trustee (“Trustee”), (iii) enter into a Liquidating Trust Agreement with the Trustee (“Trust Agreement”) to transfer all right, title and interest in, to and under the remaining assets of Sooner to the Trust effective May 6, 2015, for the sole purpose of distributing the Trust assets to the Beneficiaries, pursuant to and in accordance with the Trust Agreement and the Plan, and (iv) transfer any and all liabilities to the Trust for satisfaction or other resolution prior to distribution of the Trust assets to the Beneficiaries.

~~Pursuant to~~On ~~Section~~December ~~8.1.2~~17, of2013, the ~~Trust~~Company and REG announced that they and the Purchase Sub had entered into the Purchase Agreement. On December 26, 2013, Daniel Baxter, on behalf of himself and all others similarly situated, filed an action in the Court, ~~Effective~~styled ~~Date~~Baxter v. Syntroleum Corp. et al., CJ-2013-05807 (the ~~Trust~~“Baxter ~~Assets~~Action”), ofalleging, among other things, that the ~~Sooner~~Company’s ~~Holdings~~Principal ~~Trust~~Financial ~~consist~~Officer, ofKaren L. Power, and the ~~following~~Company’s Board: P. Anthony Jacobs, James R. Seward, Alvin R. Albe, Edward G. Roth, Frank M. Bumstead, Robert B. Rosene, Jr. (the “Individual Defendants”), and the Company had breached their fiduciary duties in connection with their consideration and approval of the Transaction, and that REG and Purchase Sub (the “REG Defendants”, and together with the Individual Defendants, the “Defendants”) had aided and abetted those breaches of fiduciary duty.

•On ~~Cash~~December 30, 2013, Philip Crawley, on behalf of himself and all others similarly situated, filed an action in the ~~amount~~Court, styled Crawley v. Roth et al., CJ-2013-05853 (the “Crawley Action”), and on January 10, 2014, George Kashouh and Thomas Victor, on behalf of $2themselves and all others similarly situated,~~411~~ filed an action in the Court,~~453~~ styled Kashouh et al.68 v. Syntroleum Corp. et al., CJ-2014-00126 (the “Kashouh Action”), each also challenging the Transaction.

•The ~~160~~Court consolidated the Baxter,~~585~~ ~~Shares~~Crawley, ~~with~~and anKashouh ~~aggregate~~Actions ~~market~~as ~~value~~the Consolidated Action. The members of $1the plaintiff class in the Consolidated Action are,~~392~~ collectively,~~271~~ the “Plaintiffs.95”

The ~~Trust~~Parties ~~shall~~entered ~~terminate~~into ~~when~~ the ~~Trust~~Settlement ~~no longer~~on ~~has any Trust Assets and the Trustee has completed wind-up of the Trust. If, as of~~ June 1723, ~~2017, (i) no claims have been asserted against Sooner and/or the Trust, or (ii) (a) any and all asserted Claims have been~~2016 ~~successfully resolved, by Final Order, agreement or otherwise,~~ and ~~(b) any~~filed ~~and all Allowed Claims have been satisfied from~~ the ~~Trust~~Stipulation ~~Assets,~~in ~~then~~Court ~~the~~on ~~Trustee shall distribute to the Beneficiaries all remaining Trust Assets~~June 24, ~~less such amounts as are reasonably necessary to pay all the costs and expenses of the Trust, and cause the Trust to wind-up and terminate~~2016.

~~If,~~The asProposed ofSettlement the June 17, 2017, there are unresolved Claims and/or unsatisfied Allowed Claims, the Trustee shall not make any distributions to Beneficiaries until all such Claims have been resolved, by Final Order or otherwise. Solely upon the satisfaction of all Allowed Claims shall the Trustee make final distributions, and wind-up and terminate the Trust.

~~All~~The ~~distributions~~maximum ~~shall~~“Settlement beFund” ~~subject~~for tothe ~~any~~class ~~withholding~~under orthe ~~reserve established~~Consolidated ~~pursuant~~Action to (the ~~Trust~~“Class”) ~~Agreement~~is $2.8 ~~Additionally,~~million. After ~~the~~subtracting ~~Trustee~~out ~~may~~any ~~withhold~~Court-approved ~~from~~attorneys’ ~~distribution~~fees toand ~~any~~litigation ~~Beneficiary~~expenses and any ~~and~~recoveries ~~all~~attributable ~~amounts,~~to ~~determined~~members inof the ~~Trustee’s~~Class ~~reasonable~~who ~~sole~~opt ~~direction,~~out toof bethe ~~required~~Settlement by(the ~~any~~“Net ~~law,~~Settlement ~~regulation~~Fund”), ~~rule,~~each Class member’s actual ~~ruling,~~recovery ~~directive,~~will orbe ~~other~~based ~~governmental~~on ~~requirement~~the Plan of Allocation (described below).

~~This~~A ~~Current~~“Settlement ~~Report~~Administrator” onto ~~Form~~be ~~8-K~~approved ~~contains~~by ~~forward-looking~~the Parties ~~statements~~would ~~within~~distribute ~~the~~or ~~meaning~~cause ofto ~~Private Securities~~be ~~Litigation~~distributed ~~Reform~~the ~~Act~~Net ofSettlement ~~1995,~~Fund asto ~~amended,~~the ~~that~~Trust; ~~involve~~the ~~risks~~Net ~~and~~Settlement ~~uncertainties.~~Fund ~~These~~would ~~forward-looking~~in ~~statements~~turn ~~include~~be ~~any~~distributed, ~~statements~~pro ~~regarding~~rata, to the ~~Company’s~~holders ~~operational~~of ~~plans.~~record ~~Forward-looking~~of ~~statements~~Company ~~should~~stock ~~not~~as beof ~~read~~June 11, as2014 ~~a guarantee~~who ofhave ~~future~~not ~~performance~~opted orout ~~results,~~of the Settlement and ~~will~~who ~~not~~are ~~necessarily~~eligible beto ~~accurate~~receive ~~indications~~distributions offrom the ~~times~~Net ~~at,~~Settlement orFund; byprovided, ~~which~~however, ~~such~~that ~~performance~~no ordistributions ~~results~~from ~~will~~the beNet ~~achieved.~~Settlement ~~Forward-looking~~Fund ~~statements~~would ~~are~~be ~~based~~made onto ~~information~~those ~~available~~Class atmembers who were the ~~time~~beneficial ~~those statements~~owners ~~are~~of ~~made~~less ~~and/or~~than ~~management’s~~one (1) share ~~good~~of ~~faith~~Company ~~belief~~stock as of ~~that~~June 11, ~~time~~2014 ~~with~~(the ~~respect~~“Plan toof ~~future~~Allocation”). ~~events,~~The ~~and~~Settlement ~~are~~Fund ~~subject~~would tobe ~~risks~~funded ~~and~~within ~~uncertainties~~the ~~that~~later ~~could~~of ~~cause~~ten ~~actual~~(10) calendar ~~performance~~days orafter ~~results~~the todate ~~differ~~upon ~~materially~~which ~~from~~the ~~those~~Effective ~~expressed~~Date in(defined orbelow) ~~suggested~~has byoccurred ~~the~~and ~~forward-looking~~thirty ~~statements.~~(30) days ~~The~~after ~~Company~~the ~~does~~Individual ~~not~~Defendants’ ~~intend,~~insurer ~~and~~has ~~undertakes~~received noall ~~duty, to update this~~ information necessary to ~~reflect~~process ~~future~~the ~~events or circumstances~~payment.

~~Capitalized~~Any ~~terms~~person ~~not~~falling within the definition of the Class may, upon request, be excluded from or “opt out” of the Class. Any such person must submit to the Settlement Administrator a request for exclusion (“Request for Exclusion”), by First-Class Mail, or hand-delivered such that it is received no later than ten (10) calendar days before the Settlement Hearing (defined ~~herein~~below). All persons who submit valid and timely Requests for Exclusion would have no rights under the ~~meaning~~Stipulation, ~~ascribed~~would tonot ~~them~~share in the ~~Trust~~distribution ~~Agreement~~of the Net Settlement Fund, would not be bound by the Stipulation or any final judgment, and their pro rata share of the Settlement Fund would be deducted from the Settlement Fund and excluded from the Net Settlement Fund.

~~Item~~The ~~9.01.~~“Effective ~~Financial~~Date” ~~Statements~~would be the first day after which all of the following events and ~~Exhibits~~conditions of the Stipulation have been met or have occurred: (a) Plaintiffs’ counsel and Defendants’ respective counsel have executed the Stipulation; (b) the Court has conditionally certified the Class, preliminarily approved the Stipulation, and approved the notice to the Class by entry of an order substantially conforming with the terms hereof and of the final Stipulation; (c) the Court has issued an Order granting Final Approval of the Settlement and has signed a judgment conforming thereto; (d) the signed judgment has become final and conclusive; and (e) the time expires for filing an appeal from the judgment, or if the judgment is appealed, any appeal and subsequent appeal is resolved provided that that such resolution results in final judicial approval of the Settlement.

~~(a)~~Preliminary ~~Not~~Order ~~applicable.~~

The Court entered the Preliminary Order on June 29, 2016. The Preliminary Order provides for, among other things: (bi) approval ~~Not~~of ~~applicable~~the manner and form of notice to the Class; and (ii) scheduling a hearing for the Court’s final consideration of the Stipulation to be held on October 3, 2016, certification of the Class, and Plaintiffs’ counsel’s application for attorneys’ fees and expenses and an incentive award for Lead Plaintiff, which Plaintiffs’ counsel believes are warranted by the Settlement contemplated herein (the “Settlement Hearing”).

~~(c)~~Order ~~Not~~and ~~applicable.~~Final Judgment Proposed Under Preliminary Order

If the Settlement is approved by the Court, the Parties have agreed to jointly seek entry of an Order and Final Judgment (dthe “Order and Judgment”) ~~Exhibits~~substantially in the form attached as Exhibit C to the Stipulation. The ~~following~~Judgment ~~exhibit~~would, isamong ~~being~~other ~~furnished herewith~~things: (i) certify the Class as an opt-out class pursuant to Oklahoma Statutes, tit. 12, §§ 2023(A) and 2023(B)(3); (ii) certify the Lead Plaintiff as the Class representative; (iii) approve the Settlement as fair, reasonable and adequate and in the best interests of the Class under Oklahoma Statutes, tit. 12, §§ 2023(E)(2) and 2023.1; (iv) dismiss the Consolidated Action with prejudice on the merits as against any and all Defendants, without fees or costs to any party except as herein may be provided; (v) provide for the release of claims as described herein; (vi) reserve jurisdiction for the purpose of effectuating the Settlement; (vii) rule on Plaintiffs’ motion for an award of attorneys’ fees and expenses and incentive award to Lead Plaintiff as may be made as set forth herein and pursuant to Oklahoma Statutes, tit. 12, § 2023(G); and (viii) enjoin all members of the Class from prosecuting or continuing to litigate any Settled Claim (as defined below) against any Released Person (as defined below).

~~(10~~Final Approval means that the Court has entered the Judgment and that the Judgment is final and no longer subject to further appeal or review, whether by affirmance on or exhaustion of any possible appeal or review, by writ of certiorari or otherwise, or by lapse of time or otherwise.1) ~~Liquidating~~If ~~Trust~~the ~~Agreement~~Judgment is set aside, ~~dated~~materially ~~May~~modified, 6or overturned, ~~2015~~and ~~(excluding~~is ~~Exhibit~~not Bfully ~~thereto)~~reinstated on reconsideration, reargument, or further appeal, the Judgment would not become final and conclusive.

~~SIGNATURES~~The Order and Judgment would provide for the full and complete release of, dismissal with prejudice of, and a permanent injunction barring, among other things, any and all manner of claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues known or unknown, asserted or unasserted, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been or could have been asserted in the Consolidated Action, any of the Actions, or any other court, tribunal, or proceedings (including but not limited to any claims arising under federal, state, foreign, statutory or common law, including the federal securities laws, any state disclosure law or any claims for quasi-appraisal), by or on behalf of the REG Defendants, Plaintiffs or any member of the Class or derivatively on behalf of the Company, whether individual, direct, class, derivative, representative, legal, equitable, or any other type or in any other capacity (collectively, the “Releasing Persons”), against the Company, Trust, Defendants and certain other persons, or any of their respective families, parent entities, controlling persons, associates, affiliates, investment funds, or subsidiaries and each and all of their respective past or present officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, insurers, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, or assigns (the “Released Persons”), whether or not each of the Released Persons was named, served with process,

~~Pursuant~~ or toappeared in the ~~requirements~~Consolidated Action or any of the ~~Securities~~Actions, ~~Exchange~~which ~~Act~~any of ~~1934~~the Releasing Persons ever had, ~~the~~now ~~registrant~~have, ~~has~~or ~~duly~~may ~~caused~~have ~~this~~had ~~report~~by reason of, arising out of, relating to, beor ~~signed~~in onconnection with (i) the acts, events, facts, matters, transactions, occurrences, statements, representations, or omissions, or any other matters whatsoever that were or that could have been set forth in the Petition, or any of its ~~behalf~~predecessor bypetitions in the ~~undersigned~~Consolidated ~~hereunto~~Action ~~duly~~or ~~authorized~~the Actions; (ii) the Transaction, or (iii) the Proxy and any other agreements, compensation or disclosures made in connection with the Transaction (the “Settled Claims”).

~~Date:~~The ~~May 8~~Order and Judgment would provide for the release by Syntroleum and the Individual Defendants of any and all claims or sanctions, ~~2015~~known or unknown, accrued or unaccrued, against the REG Defendants, Plaintiffs and Plaintiffs’ counsel arising out of or relating to the acts, events, facts, matters, transactions, occurrences, statements, or representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to the Transaction; provided, however, that the release would not include any release of the right by the Parties and the proposed Class members to enforce the Stipulation or the Settlement, or to opt out, object to or otherwise seek relief pursuant to Oklahoma Statutes, tit. 12, §§ 2023 or 2023.1 with respect to the Settlement, or the Order and Final Judgment, or the award of attorneys’ fees and expenses to Plaintiffs’ counsel, or to be heard at the Settlement Hearing.

~~SOONER~~This ~~HOLDINGS~~Current Report on Form 8-K contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, ~~INC~~as amended, that involve risks and uncertainties. ~~By:~~These /forward-looking statements include any statements regarding the Company’s/ ~~Karen~~operational Lplans. ~~Power~~Forward-looking statements ~~Karen~~should Lnot 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. ~~Power~~Forward-looking ~~Chief~~statements ~~Executive~~are ~~Officer~~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.

Capitalized terms not defined herein have the meaning ascribed to them in the Stipulation.

Item 9.01. Financial Statements and Exhibits.


(a)	Not applicable.

(b)	Not applicable.

(c)	Not applicable.

(d)	Exhibits. The following exhibit is being furnished herewith:

	(10.1)	Stipulation, filed June 29, 2016.

	(10.2)	Preliminary Order, dated June 29, 2016.

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: July 1, 2016


SOONER HOLDINGS, INC.

By:		/s/ Karen L. Power
		Karen L. Power Chief Executive Officer

Filing Compare · Sooner Holdings, Inc.