Edgar Filing: KHOSLA VINOD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Khosla Ventures I, L.P.

2. Issuer Name and Ticker or Trading Symbol
Gevo, Inc. [GEVO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING THREE, SUITE 190

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2011		C		4,633,583 ⁽¹⁾	A	⁽²⁾	4,633,583 ⁽¹⁾	D ⁽³⁾
Common Stock	02/14/2011		P		333,334	A	$ 15	4,966,917	D ⁽³⁾
Common Stock	02/14/2011		C		77,142 ⁽¹⁾	A	⁽²⁾	77,142 ⁽¹⁾	I	See Footnote ⁽⁴⁾
Common Stock	02/14/2011		C		185,377 ⁽¹⁾	A	⁽²⁾	185,377 ⁽¹⁾	I	See Footnote ⁽⁵⁾
Common Stock	02/14/2011		C		1,898,730 ⁽¹⁾	A	⁽²⁾ ⁽⁶⁾	1,898,730 ⁽¹⁾	I	See Footnote ⁽⁷⁾
Common Stock	02/14/2011		P		133,333	A	$ 15	2,032,063	I	See Footnote ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽²⁾

02/14/2011

945,172

⁽²⁾

Common Stock

945,172 ⁽²⁾

$ 0

D ⁽³⁾

Series A-2 Preferred Stock

⁽²⁾

02/14/2011

1,024,566

⁽²⁾

Common Stock

1,024,566 ⁽²⁾

$ 0

D ⁽³⁾

Series A-3 Preferred Stock

⁽²⁾

02/14/2011

864,833

⁽²⁾

Common Stock

864,833 ⁽²⁾

$ 0

D ⁽³⁾

Series A-4 Preferred Stock

⁽²⁾

02/14/2011

811,305

⁽²⁾

Common Stock

811,305 ⁽²⁾

$ 0

D ⁽³⁾

Series C Preferred Stock

⁽²⁾

02/14/2011

987,707

⁽²⁾

Common Stock

987,707 ⁽²⁾

$ 0

D ⁽³⁾

Series A-1 Preferred Stock

⁽²⁾

02/14/2011

16,111

⁽²⁾

Common Stock

16,111 ⁽²⁾

$ 0

See Footnote ⁽⁴⁾

Series A-2 Preferred Stock

⁽²⁾

02/14/2011

17,465

⁽²⁾

Common Stock

17,465 ⁽²⁾

$ 0

See Footnote ⁽⁴⁾

Series A-3 Preferred Stock

⁽²⁾

02/14/2011

14,742

⁽²⁾

Common Stock

14,742 ⁽²⁾

$ 0

See Footnote ⁽⁴⁾

Series A-4 Preferred Stock

⁽²⁾

02/14/2011

13,830

⁽²⁾

Common Stock

13,830 ⁽²⁾

$ 0

See Footnote ⁽⁴⁾

Series C Preferred Stock

⁽²⁾

02/14/2011

14,994

⁽²⁾

Common Stock

14,994 ⁽²⁾

$ 0

See Footnote ⁽⁴⁾

Series A-1 Preferred Stock

⁽²⁾

02/14/2011

38,717

⁽²⁾

Common Stock

38,717 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series A-2 Preferred Stock

⁽²⁾

02/14/2011

41,969

⁽²⁾

Common Stock

41,969 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series A-3 Preferred Stock

⁽²⁾

02/14/2011

35,425

⁽²⁾

Common Stock

35,425 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series A-4 Preferred Stock

⁽²⁾

02/14/2011

33,234

⁽²⁾

Common Stock

33,234 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series C Preferred Stock

⁽²⁾

02/14/2011

36,032

⁽²⁾

Common Stock

36,032 ⁽²⁾

$ 0

See Footnote ⁽⁵⁾

Series D Preferred Stock

⁽²⁾

02/14/2011

1,065,342

⁽²⁾

Common Stock

1,065,342 ⁽²⁾

$ 0

See Footnote ⁽⁷⁾

Series D-1 Preferred Stock

⁽⁶⁾

02/14/2011

438,113

⁽⁶⁾

Common Stock

833,388 ⁽⁶⁾

$ 0

See Footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Khosla Ventures I, L.P. 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X
Khosla Ventures Associates I, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X
Khosla Ventures III, L.P. 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X
Khosla Ventures Associates III, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X
VK Services, LLC 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X
KHOSLA VINOD 3000 SAND HILL ROAD BUILDING THREE, SUITE 190 MENLO PARK, CA 94025		X

Signatures

/s/Vinod Khosla, Managing Director, Khosla Ventures Associates I, LLC, its General Partner for Khosla Ventures I, L.P.		02/15/2011
^**Signature of Reporting Person		Date
/s/Vinod Khosla, Managing Director for Khosla Ventures Associates I, LLC		02/15/2011
^**Signature of Reporting Person		Date
/s/Vinod Khosla, Managing Director, Khosla Ventures Associates III, LLC, its General Partner for Khosla Ventures III, L.P.		02/15/2011
^**Signature of Reporting Person		Date
/s/Vinod Khosla, Managing Director for Khosla Ventures Associates III, LLC		02/15/2011
^**Signature of Reporting Person		Date
/s/Vinod Khosla, Managing Member for VK Services, LLC		02/15/2011
^**Signature of Reporting Person		Date
/s/Vinod Khosla		02/15/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.

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