Gevo, Inc. — Director's Dealing 2013

Dec 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Gevo, Inc. (GEVO)
CIK: 0001392380
Period of Report: 2013-12-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-11	Common Stock	P	1111111	—	Acquired	3175225	Indirect
2013-12-11	Common Stock	P	1111111	—	Acquired	1111111	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-11	Common Stock Warrant (right to buy)	$1.85	A	1111111	Acquired	2016-12-16	Common Stock (1111111)	Indirect
2013-12-11	Common Stock Warrant (right to buy)	$1.85	A	1111111	Acquired	2018-12-16	Common Stock (1111111)	Indirect

Footnotes

F1: The securities are owned by Khosla Ventures III ("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 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.

F2: Each common stock unit consists 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 inlcuded in a common stock unit will have an exercise price of $1.85 per share share, will be exercisable from the date of original issuance and will expire on December 16, 2018. The shares of common stock and the warrants will be immediately separable and will be issued separately.

F3: The securities are owned by KFT Trust, for which Vinod Khosla and his spouse are the trustees. Mr. Khosla may be deemed to possess voting and investment control over such shares, and to have indirect beneficial ownership of such shares. Mr. Khosla disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: The warrants are subject to ownership limitations, such that the warrants are not exercisable to the extent that their exercise would result in the beneficial ownership by the holder in the Issuer's securities to exceed certain thresholds. A more complete description of the ownership limitations is set forth in the Prospectus Supplement, filed by the issuer with the Securities and Exchange Commission on December 12, 2013.