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: 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	C	4633583	—	Acquired	4633583	Direct
2011-02-14	Common Stock	P	333334	$15.00	Acquired	4966917	Direct
2011-02-14	Common Stock	C	77142	—	Acquired	77142	Indirect
2011-02-14	Common Stock	C	185377	—	Acquired	185377	Indirect
2011-02-14	Common Stock	C	1898730	—	Acquired	1898730	Indirect
2011-02-14	Common Stock	P	133333	$15.00	Acquired	2032063	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Series A-1 Preferred Stock	$	C	945172	Disposed		Common Stock (945172)	Direct
2011-02-14	Series A-2 Preferred Stock	$	C	1024566	Disposed		Common Stock (1024566)	Direct
2011-02-14	Series A-3 Preferred Stock	$	C	864833	Disposed		Common Stock (864833)	Direct
2011-02-14	Series A-4 Preferred Stock	$	C	811305	Disposed		Common Stock (811305)	Direct
2011-02-14	Series C Preferred Stock	$	C	987707	Disposed		Common Stock (987707)	Direct
2011-02-14	Series A-1 Preferred Stock	$	C	16111	Disposed		Common Stock (16111)	Indirect
2011-02-14	Series A-2 Preferred Stock	$	C	17465	Disposed		Common Stock (17465)	Indirect
2011-02-14	Series A-3 Preferred Stock	$	C	14742	Disposed		Common Stock (14742)	Indirect
2011-02-14	Series A-4 Preferred Stock	$	C	13830	Disposed		Common Stock (13830)	Indirect
2011-02-14	Series C Preferred Stock	$	C	14994	Disposed		Common Stock (14994)	Indirect
2011-02-14	Series A-1 Preferred Stock	$	C	38717	Disposed		Common Stock (38717)	Indirect
2011-02-14	Series A-2 Preferred Stock	$	C	41969	Disposed		Common Stock (41969)	Indirect
2011-02-14	Series A-3 Preferred Stock	$	C	35425	Disposed		Common Stock (35425)	Indirect
2011-02-14	Series A-4 Preferred Stock	$	C	33234	Disposed		Common Stock (33234)	Indirect
2011-02-14	Series C Preferred Stock	$	C	36032	Disposed		Common Stock (36032)	Indirect
2011-02-14	Series D Preferred Stock	$	C	1065342	Disposed		Common Stock (1065342)	Indirect
2011-02-14	Series D-1 Preferred Stock	$	C	438113	Disposed		Common Stock (833388)	Indirect

Footnotes

F1: Represents the aggregate number of shares of common stock held by the applicable reporting person following conversion of the shares of preferred stock previously held by such 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 held by the applicable reporting person, other than shares of Series D-1 Preferred Stock, were converted into shares of the Issuer's common stock on a one-for-one basis and had no expiration date.

F3: 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.

F4: 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 managing 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.

F5: 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.

F6: 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.

F7: 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.