Gevo, Inc. — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gevo, Inc. (GEVO)
CIK: 0001392380
Period of Report: 2011-02-14

Reporting Person: KISHORE GANESH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	C	1540739	—	Acquired	1540739	Indirect
2011-02-14	Common Stock	P	130686	$15.00	Acquired	1671425	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Series C Preferred Stock	$	C	802920	Disposed		Common Stock (802920)	Indirect
2011-02-14	Series D Preferred Stock	$	C	497160	Disposed		Common Stock (497160)	Indirect
2011-02-14	Series D-1 Preferred Stock	$	C	126515	Disposed		Common Stock (240659)	Indirect

Footnotes

F1: Represents the aggregate number of shares of common stock deemed to be beneficially owned by the reporting person following conversion of the shares of preferred stock previously deemed to be beneficially owned by the reporting person and reflected in Table II of this Form 4.

F2: Upon completion of the Issuer's initial public offering of common stock, all shares of preferred stock deemed to be beneficially owned by the reporting person, other than shares of Series D-1 Preferred Stock, were automatically converted into shares of the Issuer's common stock on a one-for-one basis and had no expiration date.

F3: Upon completion of the Issuer's initial public offering and in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 4, 2010, a copy of which is attached as Exhibit 3.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-168792), as amended, initially filed with the Securities and Exchange Commission on August 12, 2010, the Series D-1 Preferred Stock was automatically converted into shares of the Issuer's common stock at a ratio of 1:1.90222 and had no expiration date.

F4: The securities were issued to Malaysian Life Sciences Capital Fund Ltd. ("Malaysian Life Sciences"). Ganesh Kishore, Ph.D. is the Chief Executive Officer of Malaysian Life Sciences and may be held to have voting and dispositive power over shares held by the fund. Dr. Kishore disclaims beneficial ownership of shares held by Malaysian Life Sciences except to the extent of his pecuniary interest therein.