Gevo, Inc. — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gevo, Inc. (GEVO)
CIK: 0001392380
Period of Report: 2013-12-16

Reporting Person: Weiss Shai (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Common Stock	P	18519	—	Acquired	18519	Direct
2013-12-16	Common Stock	P	370370	—	Acquired	3124288	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-16	Common Stock Warrants (right-to-buy)	$1.85	P	18519	Acquired	2018-12-16	Common Stock (18519)	Direct
2013-12-16	Common Stock Warrants (right-to-buy)	$1.85	P	370370	Acquired	2018-12-16	Common Stock (370370)	Indirect

Footnotes

F1: The shares of common stock and the warrants to purchase common stock were purchased together as common stock units, but were issued separately. Each common stock unit consisted of one share of common stock and a warrant to purchase one share of common stock, at a public offering price of $1.35 per common stock unit. Each warrant has an exercise price of $1.85 per share (subject to adjustment in certain circumstances), became exercisable on the date of original issuance and will expire on December 16, 2018.

F2: Mr. Weiss purchased 18,519 shares of Gevo common stock and warrants to purchase 18,519 shares of common stock on December 16, 2013 and owns such shares and warrants directly. The additional securities reported as indirectly owned by Mr. Weiss reflect securities 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.

F3: The number of securities beneficially owned following the reported transaction have been estimated based on the 4.999% ownership limitation contained in the warrants. Under the terms of the warrants, during any period of time in which a holder's beneficial ownership of Gevo's common stock is less than 5%, any exercise notice with respect to the warrants delivered by such holder will be deemed automatically not to have been so delivered by such holder to the extent, but only to the extent, that delivery of shares of Gevo's common stock otherwise deliverable upon such exercise would result in such holder having a beneficial ownership of Gevo's common stock in excess of 4.999%. A holder may only increase the 4.999% ownership limitation upon 65 days prior written notice to Gevo.