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^*

Khosla Ventures I, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(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)
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 A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	945,172⁽²⁾	⁽¹⁾	D⁽⁶⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,024,566⁽²⁾	⁽¹⁾	D⁽⁶⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	864,833⁽²⁾	⁽¹⁾	D⁽⁶⁾
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	811,305⁽²⁾	⁽¹⁾	D⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	987,707⁽²⁾	⁽¹⁾	D⁽⁶⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,111⁽²⁾	⁽¹⁾	I	See Footnote⁽⁷⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,465⁽²⁾	⁽¹⁾	I	See Footnote⁽⁷⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,742⁽²⁾	⁽¹⁾	I	See Footnote⁽⁷⁾
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,830⁽²⁾	⁽¹⁾	I	See Footnote⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,994⁽²⁾	⁽¹⁾	I	See Footnote⁽⁷⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	38,717⁽²⁾	⁽¹⁾	I	See Footnote⁽⁸⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,969⁽²⁾	⁽¹⁾	I	See Footnote⁽⁸⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	35,425⁽²⁾	⁽¹⁾	I	See Footnote⁽⁸⁾
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,234⁽²⁾	⁽¹⁾	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	36,032⁽²⁾	⁽¹⁾	I	See Footnote⁽⁸⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,065,342⁽⁴⁾	⁽³⁾	I	See Footnote⁽⁹⁾
Series D-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	438,113⁽⁵⁾	⁽⁵⁾	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Khosla Ventures I, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates I, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures III, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates III, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING THREE, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock are convertible into shares of the Issuer's common stock at any time on a one-for-one basis and have no expiration date.

2. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series C Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.

3. The Series D 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.

4. The Series D Preferred Stock will automatically convert into shares of the Issuer's common stock upon the completion of the Issuer's initial public offering.

5. The Series D-1 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 Series D-1 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.

6. 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.

7. 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 manager 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.

8. 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.

9. 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.

	/s/ Vinod Khosla, Managing Director, Khosla Ventures Associates I, LLC, its General Partner for Khosla Ventures I, L.P.	02/08/2011
	/s/ Vinod Khosla, Managing Director for Khosla Ventures Associates I, LLC	02/08/2011
	/s/ Vinod Khosla, Managing Director, Khosla Ventures Associates III, LLC, its General Partner for Khosla Ventures III, L.P.	02/08/2011
	/s/ Vinod Khosla, Managing Director for Khosla Ventures Associates III, LLC	02/08/2011
	/s/ Vinod Khosla, Managing Member for VK Services, LLC	02/08/2011
	/s/ Vinod Khosla	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.