SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Khosla Ventures I, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2011
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 08/22/2011 J(1) 185,377 D $0(1) 0 I See Footnote(1)
Common Stock 4,966,917 D(2)
Common Stock 2,032,063 I See Footnote(3)
Common Stock 77,142 I See Footnote(4)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Khosla Ventures I, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Khosla Ventures Associates I, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Khosla Ventures III, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Khosla Ventures Associates III, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VK Services, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KHOSLA VINOD

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 3, SUITE 190

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Consists of securities originally purchased by Khosla Ventures I, L.P. ("Khosla I") that were distributed by Khosla I to Khosla Ventures Associates I, LLC ("KVA I"), which serves as the general partner of Khosla I, which were then distributed in turn by KVA I to the current owners who are members or affiliates of members of KVA I as part of a pro rata distribution.
2. The securities are owned by Khosla I. 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 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.
3. 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.
4. The securities are owned by VK Services, LLC. VK Services, LLC serves as the manager of each of KVA I and KVA 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. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates I, LLC, in its capacity as general partner of Khosla Ventures I, L.P. 08/24/2011
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 08/24/2011
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates I, LLC 08/24/2011
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC 08/24/2011
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla, as Managing Member of VK Services, LLC 08/24/2011
By: /s/ Kimberly Totah, Kimberly Totah, as Attorney-in-Fact for Vinod Khosla 08/24/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these present that the undersigned hereby makes, constitutes and appoints each of Samir Kaul, Shelbi Peralta and Kimberly Totah, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other application materials necessary or appropriate to obtain codes and passwords enabling the undersigned to gain or maintain access to the Electronic Data Gathering, Analysis and Retrieval system of the SEC and make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in his own capacity and in the undersigned’s capacity as managing manager of VK Services, LLC, Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Exchange Act;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, or other form or report, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form or report with the SEC and any stock exchange or similar authority;

(4) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in any of the securities issued by entities in which any of Khosla Ventures I, L.P., Khosla Ventures II, L.P., Khosla Ventures III, L.P., Khosla Ventures IV, L.P. or Khosla Ventures Seed, L.P. has made an investment (each and any of such entities, the “Khosla Portfolio Companies”) from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming or relieving, nor is VK Services, LLC assuming or relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither VK Services, LLC nor the foregoing attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned’s holdings of and transactions in securities issued by any of the Khosla Portfolio Companies, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of June, 2011.

                                                                                    /s/ Vinod Khosla

   
                                                                          Signature

                                                                                    Vinod Khosla
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