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*
Black David

(Last) (First) (Middle)
C/O CDP GEVO, LLC
3811 TURTLE CREEK BLVD., SUITE 750

(Street)
DALLAS TX 75219

(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 10% Owner
X Officer (give title below) Other (specify below)
EVP, Upstream Business Dev.
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012
4. 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 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 02/03/2012 X 1,298 A $2.7 1,298 I By LLC(1)
Common Stock 02/03/2012 S(2) 395 D $8.873 903 I By LLC(1)
Common Stock 02/03/2012 S(3) 903 D $10 0 I By LLC(1)
Common Stock 02/06/2012 X 7,573 A $2.7 7,573 I By LLC(1)
Common Stock 02/06/2012 S(4) 2,241 D $9.125 5,332 I By LLC(1)
Common Stock 02/06/2012 S(3) 5,332 D $10 0 I By LLC(1)
Common Stock 02/07/2012 X 5,577 A $2.7 5,577 I By LLC(1)
Common Stock 02/07/2012 S(5) 1,603 D $9.395 3,974 I By LLC(1)
Common Stock 02/07/2012 S(3) 3,974 D $10 0 I By LLC(1)
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
Warrants (right to buy) $2.7 02/03/2012 X 1,298 09/21/2009 09/21/2016 Common Stock 1,298 $0 856,702 I By LLC(6)
Warrants (right to buy) $2.7 02/06/2012 X 7,573 09/21/2009 09/21/2016 Common Stock 7,573 $0 849,129 I By LLC(6)
Warrants (right to buy) $2.7 02/07/2012 X 5,577 09/21/2009 09/21/2016 Common Stock 5,577 $0 843,552 I By LLC(6)
Explanation of Responses:
1. The shares of common stock were issued to CDP Gevo, LLC. CDP Gevo, LLC is beneficially owned 50% by David Black and 50% by Michael Slaney, each of whom may be held to have voting and dispositive power over 100% of the shares held by CDP Gevo, LLC. The reporting person disclaims beneficial ownership of shares held by CDP Gevo, LLC except to the extent of his pecuniary interest therein.
2. On February 3, 2012, CDP Gevo, LLC exercised a warrant to purchase 1,298 shares of the Issuer's common stock for $2.70 per share. CDP Gevo, LLC paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 395 of the warrant shares to pay the exercise price and issuing to CDP Gevo, LLC the remaining 903 shares. The Issuer also paid a negligible amount to CDP Gevo, LLC in lieu of a fractional share.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2011.
4. On February 6, 2012, CDP Gevo, LLC exercised a warrant to purchase 7,573 shares of the Issuer's common stock for $2.70 per share. CDP Gevo, LLC paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 2,241 of the warrant shares to pay the exercise price and issuing to CDP Gevo, LLC the remaining 5,332 shares. The Issuer also paid a negligible amount to CDP Gevo, LLC in lieu of a fractional share.
5. On February 7, 2012, CDP Gevo, LLC exercised a warrant to purchase 5,577 shares of the Issuer's common stock for $2.70 per share. CDP Gevo, LLC paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,603 of the warrant shares to pay the exercise price and issuing to CDP Gevo, LLC the remaining 3,974 shares. The Issuer also paid a negligible amount to CDP Gevo, LLC in lieu of a fractional share.
6. This warrant was issued to CDP Gevo, LLC. CDP Gevo, LLC is beneficially owned 50% by David Black and 50% by Michael Slaney, each of whom may be held to have voting and dispositive power over 100% of the shares held by CDP Gevo, LLC. The reporting person disclaims beneficial ownership of shares held by CDP Gevo, LLC except to the extent of his pecuniary interest therein.
/s/ Brett Lund, Attorney-in-Fact 02/07/2012
** 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).
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