SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* VGF I Ltd (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2011	3. Issuer Name and Ticker or Trading Symbol Gevo, Inc. [ GEVO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	1,027,397(3)	(1)	I	See footnote(5)
Series C Preferred Stock	(1)	(1)	Common Stock	456,204(3)	(1)	I	See footnote(5)
Series D Preferred Stock	(1)	(1)	Common Stock	639,206(3)	(1)	I	See footnote(5)
Series D-1 Preferred Stock	(2)	(2)	Common Stock	233,645(2)	(2)	I	See footnote(5)
Warrants (right to buy)	01/18/2008	01/18/2018	Series C Preferred Stock	28,786(4)	5.48	I	See footnote(5)

1. Name and Address of Reporting Person* VGF I Ltd (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* VGF Partners I, L.P. (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Virgin Green Fund I LP (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Jacob Anup (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Poole Mark (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ritchie Niall (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Murphy Stephen (Last) (First) (Middle) C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

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

4. 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.

5. Shares 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. Each of Shai Weiss, Anup Jacob, Mark Poole, Niall Ritchie and Stephen Murphy (the "Directors") are directors of the Ultimate General Partner and each Director may be deemed to share in the voting and dispositive power over the securities held by the Fund. Each of the Direct General Partner, the Ultimate General Partner and the Directors disclaim beneficial ownership of the securities held by the Fund except to the extent of any pecuniary interest therein.

Remarks:

Shai Weiss, Anup Jacob, Mark Poole, Niall Ritchie and Stephen Murphy are the directors of VGF I Limited, which serves as the general partner to VGF Partners I, L.P., which serves as the general partner to Virgin Green Fund I, L.P. Each reporting person disclaims beneficial ownership of any securities (except to the extent of such reporting person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such reporting person. This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by VGF I Limited and its directors, VGF Partners I, L.P. and Virgin Green Fund I, L.P. Exhibit 24.1 Power of Attorney

	/s/ Michael Odai, by power of attorney	02/08/2011
	** 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 5 (b)(v).
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                               POWER OF ATTORNEY
                              ---------------------

KNOW ALL MEN BY THESE PRESENTS, that each undersigned hereby constitutes and
appoints MICHAEL D. ODAI his or its true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of each undersigned (each, a
"Reporting Person"), individually or jointly with any other reporting persons,
any and all reports, notices, communications and other documents (including, but
not limited to, reports on Form D, Schedule 13D, Schedule 13G, Form 13-F, Form
3, Form 4, Form 5 and any applicable registration statements, notice filings or
reports) that such Reporting Person may be required or requested to file with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and
with the implementing rules and regulations thereto (collectively, the
"Reports") with respect to a Reporting Person's (a) status as an officer or
director of, or (b) ownership of, or transactions in, securities of, any entity
whose securities are beneficially owned (directly or indirectly) by such
Reporting Person (each, a "Company") or with respect to a Reporting Person's
obligation to register or otherwise provide filings or reports to the SEC;

        (2)     do and perform any and all acts for and on behalf of each
Reporting Person which may be necessary or desirable to complete and execute any
such Reports and timely file such forms and schedules with the SEC and any stock
exchange or similar foreign or domestic, federal or state authority; and

        (3)     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, such Reporting Person, it
being understood that the documents executed by such attorney-in-fact on behalf
of such Reporting Person, 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 her discretion.

        Each Reporting Person hereby grants to such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary, and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
Reporting Person might or could do if personally present, with full power of
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
her 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. Each
Reporting Person acknowledges that no such attorney-in-fact, in serving in such
capacity at the request of such Reporting Person, is hereby assuming, nor is any
Company hereby assuming, any of such Reporting Person's responsibilities to
comply with any such registration, filing or reporting requirements of the SEC
or any stock exchange or similar foreign or domestic, federal or state
authority, including without limitation Section 16 or Section 13 of the
Securities Exchange Act of 1934 or otherwise.

        This Power of Attorney shall remain in full force and effect with
respect to a Reporting Person until the later of such time that (a) such
Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules
13G/D with respect to such Reporting Person's holdings of and transactions in
securities issued by a Company, or (b) such Reporting Person is no longer
required to file any other forms, registration statements or similar filings
with the United States Securities and Exchange Commission or any other similar
federal or state governmental entity, unless this Power of Attorney is earlier
(i) revoked by such Reporting Person in a signed writing delivered to the
foregoing attorney-in-fact or (ii) revoked by such foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of April, 2010. This Power of Attorney may be
executed in two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.

                                  VGF I LIMITED
                                  a Cayman Islands company

                                  By: /s/ Shai Weiss
                                      -----------------------------------------
                                      Shai Weiss, Director


                                  VGF PARTNERS I, L.P.,
                                  a Cayman Islands exempted limited partnership

                                  By: VGF I Limited,
                                      a Cayman Islands Company
                                      Its General Partner

                                  By: /s/ Shai Weiss
                                      -----------------------------------------
                                      Shai Weiss, Director


                                  VIRGIN GREEN FUND I, L.P.,
                                  a Cayman Islands exempted limited partnership

                                  By: VGF Partners I, L.P.,
                                      a Cayman Islands exempted limited partnership
                                      Its General Partner

                                  By: VGF I Limited,
                                      a Cayman Islands company
                                      Its General Partner

                                  By: /s/ Shai Weiss
                                      -----------------------------------------
                                      Shai Weiss, Director


                                  VGF ADVISERS (US) LLC,
                                  a Delaware limited liability company

                                  By: VGF I Limited,
                                      a Cayman Islands Company
                                      Its Managing Member

                                  By: /s/ Shai Weiss
                                      -----------------------------------------
                                      Shai Weiss, Director


                                  VGF ADVISERS (UK) LLP,
                                  a United Kingdom limited liability partnership

                                  By: VGF I Limited,
                                      a Cayman Islands Company
                                      Its Managing Partner

                                  By: /s/ Shai Weiss
                                      ------------------------------------------
                                      Shai Weiss, Director


                                  DIRECTORS:

                                      /s/ Shai Weiss
                                      ------------------------------------------
                                      Shai Weiss

                                      /s/ Anup Jacob
                                      ------------------------------------------
                                      Anup Jacob


                                      ------------------------------------------
                                      Stephen Murphy


                                      ------------------------------------------
                                      Mark Poole


                                      ------------------------------------------
                                      Niall Ritchie


                                  VGF ADVISERS (US) LLC,
                                  a Delaware limited liability company

                                  By: VGF I Limited,
                                      a Cayman Islands Company
                                      Its Managing Member


                                  By:
                                      ------------------------------------------
                                      Shai Weiss, Director


                                  VGF ADVISERS (UK) LLP,
                                  a United Kingdom limited liability partnership

                                  By: VGF I Limited,
                                      a Cayman Islands company
                                      Its Managing Partner


                                  By:
                                      ------------------------------------------
                                      Shai Weiss, Director


                                  DIRECTORS:


                                      ------------------------------------------
                                      Shai Weiss


                                      ------------------------------------------
                                      Anup Jacob

                                      /s/ Stephen Murphy
                                      ------------------------------------------
                                      Stephen Murphy

                                      /s/ Mark Poole
                                      ------------------------------------------
                                      Mark Poole

                                      /s/ Niall Ritchie
                                      ------------------------------------------
                                      Niall Ritchie