Gevo, Inc. — Director's Dealing 2011

Feb 8, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gevo, Inc. (GEVO)
CIK: 0001392380
Period of Report: 2011-02-08

Reporting Person: Khosla Ventures I, L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates I, LLC (10% Owner)
Reporting Person: Khosla Ventures III, L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates III, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: KHOSLA VINOD (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Preferred Stock	$		Common Stock (945172)		Direct
Series A-2 Preferred Stock	$		Common Stock (1024566)		Direct
Series A-3 Preferred Stock	$		Common Stock (864833)		Direct
Series A-4 Preferred Stock	$		Common Stock (811305)		Direct
Series C Preferred Stock	$		Common Stock (987707)		Direct
Series A-1 Preferred Stock	$		Common Stock (16111)		Indirect
Series A-2 Preferred Stock	$		Common Stock (17465)		Indirect
Series A-3 Preferred Stock	$		Common Stock (14742)		Indirect
Series A-4 Preferred Stock	$		Common Stock (13830)		Indirect
Series C Preferred Stock	$		Common Stock (14994)		Indirect
Series A-1 Preferred Stock	$		Common Stock (38717)		Indirect
Series A-2 Preferred Stock	$		Common Stock (41969)		Indirect
Series A-3 Preferred Stock	$		Common Stock (35425)		Indirect
Series A-4 Preferred Stock	$		Common Stock (33234)		Indirect
Series C Preferred Stock	$		Common Stock (36032)		Indirect
Series D Preferred Stock	$		Common Stock (1065342)		Indirect
Series D-1 Preferred Stock	$		Common Stock (438113)		Indirect

Footnotes

F1: The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock are convertible into shares of the Issuer's common stock at any time on a one-for-one basis and have no expiration date.

F2: The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.

F3: The Series D Preferred Stock is convertible into shares of the Issuer's common stock at any time on a one-for-one basis and has no expiration date.

F4: The Series D Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.

F5: The Series D-1 Preferred Stock is currently convertible into shares of the Issuer's common stock on a one-for-one basis and has no expiration date. However, upon completion of the Issuer's initial public offering, each share of Series D-1 Preferred Stock will automatically convert into a number of shares of the Issuer's common stock as determined pursuant to 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.

F6: The securities are owned by Khosla Ventures I, L.P. ("Khosla I"). VK Services, LLC serves as the manager of Khosla Ventures Associates I, LLC ("KVA I"), which serves as the general partner of Khosla I. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA I, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over the shares owned by Khosla I and may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7: The securities are owned by VK Services, LLC. VK Services, LLC serves as the manager of KVA I, the general partner of Khosla I, and KVA III, the general partner of Khosla III. Vinod Khosla is the manager member of VK Services, LLC, and may be deemed to possess sole voting and investment control over the shares held by VK Services, LLC, and may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8: The securities were originally purchased by Khosla I, and were distributed by Khosla I to KVA I, and in turn by KVA I to the current owners, who are members or affiliates of members of KVA I. However, Khosla I continues to possess voting and investment control over the shares. VK Services, LLC serves as the manager of KVA I, which serves as the general partner of Khosla I. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA I, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over such shares, and each of Khosla I, KVA I, VK Services, LLC and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Neither KVA I nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F9: The securities are owned by Khosla Ventures III, L.P. ("Khosla III"). VK Services, LLC serves as the manager of Khosla Ventures Associates III, LLC ("KVA III"), which serves as the general partner of Khosla III. Vinod Khosla is the managing member of VK Services, LLC. Each of KVA III, VK Services, LLC and Vinod Khosla may be deemed to possess sole voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of such shares. Neither KVA III nor Vinod Khosla owns any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.