Gevo, Inc. - SEC Filing

View:

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Weiss Shai

(Last)

(First)

(Middle)

C/O VGF ADVISERS (US) LLC

27 SOUTH PARK STREET, SUITE 200

(Street)

SAN FRANCISCO

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)

X	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,027,397⁽³⁾	⁽¹⁾	I	By fund⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	456,204⁽³⁾	⁽¹⁾	I	By fund⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	639,206⁽³⁾	⁽¹⁾	I	By fund⁽⁵⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	233,645⁽²⁾	⁽²⁾	I	By fund⁽⁵⁾
Warrants (right to buy)	01/18/2008	01/18/2018	Series C Preferred Stock	28,786⁽⁴⁾	5.48	I	By fund⁽⁵⁾

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. The securities 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. 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.

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 such 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 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 Exhibit 24.2 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).
** 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.

rrd268837_303889.html

                               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 his 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
his 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

rrd268837_303921.html

                               POWER OF ATTORNEY
                              -------------------

        Know all by these present, that the undersigned hereby constitutes and
appoints each of Mark Smith and Brett Lund, signing singly, the undersigned's
true and lawful attorneys-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Gevo, Inc. (the
"Company"), Forms 3, 4 and 5, in respect of securities of the Company, in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar 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, 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, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 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 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
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 8th day of February, 2011.

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

Shai Weiss
- -------------------------------
Printed Name