Gevo, Inc. — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Weiss Shai (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	C	2567251	—	Acquired	2567251	Indirect
2011-02-14	Common Stock	P	186667	$15.00	Acquired	2753918	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Series B Preferred Stock	$	C	1027397	Disposed		Common Stock (1027397)	Indirect
2011-02-14	Series C Preferred Stock	$	C	456204	Disposed		Common Stock (456204)	Indirect
2011-02-14	Series D Preferred Stock	$	C	639206	Disposed		Common Stock (639206)	Indirect
2011-02-14	Series D-1 Preferred Stock	$	C	233645	Disposed		Common Stock (444444)	Indirect
2011-02-14	Warrants (right to buy)	$5.48	C	28786	Disposed	2018-01-18	Series C Preferred Stock (28786)	Indirect
2011-02-14	Warrants (right to buy)	$5.48	C	28786	Acquired	2018-01-18	Common Stock (28786)	Indirect

Footnotes

F1: Represents the aggregate number of shares of common stock held by the reporting person following conversion of the shares of preferred stock previously held 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 held 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 are owned directly by Virgin Green Fund I, L.P. (the "Fund"). VGF Partners I, L.P. is the general partner (the "Direct General Partner") of the Fund and may be deemed to have the sole voting and dispositive power over the securities held by the Fund. VGF I Limited is the general partner of the Direct General Partner (the "Ultimate General Partner") and may be deemed to have the sole voting and dispositive power over the securities held by the Fund. Mr. Weiss is a director of the Ultimate General Partner and may be deemed to share in the voting and dispositive power over the securities held by the Fund. Mr. Weiss disclaims beneficial ownership of the securities held by the Fund except to the extent of any pecuniary interest therein.

F5: Upon completion of the Issuer's initial public offering, this warrant to purchase shares of Series C Preferred Stock automatically converted into a warrant to purchase an equal number of shares of the Issuer's common stock.