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: Weiss Shai (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (1027397)		Indirect
Series C Preferred Stock	$		Common Stock (456204)		Indirect
Series D Preferred Stock	$		Common Stock (639206)		Indirect
Series D-1 Preferred Stock	$		Common Stock (233645)		Indirect
Warrants (right to buy)	$5.48	2018-01-18	Series C Preferred Stock (28786)		Indirect

Footnotes

F1: The 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.

F2: The 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 the 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.

F3: The preferred stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.

F4: Upon completion of the Issuer's initial public offering, this warrant to purchase shares of Series C Preferred Stock will automatically convert into a warrant to purchase an equal number of shares of the Issuer's common stock.

F5: 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.