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 III, L.P.

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(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)
12/11/2013
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 12/11/2013 P 1,111,111 A (2) 3,175,225 I See footnote(1)
Common Stock 12/11/2013 P 1,111,111 A (2) 1,111,111 I See footnote(3)
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
Common Stock Warrant (right to buy) $1.85(2) 12/11/2013 A 1,111,111 12/11/2013 12/16/2016 Common Stock 1,111,111 (2) 1,111,111(4) I See footnote(1)
Common Stock Warrant (right to buy) $1.85(2) 12/11/2013 A 1,111,111 12/11/2013 12/16/2018 Common Stock 1,111,111 (2) 1,111,111(4) I See footnote(3)
1. Name and Address of Reporting Person*
Khosla Ventures III, L.P.

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

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

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

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

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

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

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

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

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

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

(Last) (First) (Middle)
C/O KHOSLA VENTURES
2128 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The securities are owned by Khosla Ventures III ("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 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.
2. Each common stock unit consists of one share of common stock and a warrant to purchase one share of common stock, at a public offering price of $1.35 per common stock unit. Each warrant inlcuded in a common stock unit will have an exercise price of $1.85 per share share, will be exercisable from the date of original issuance and will expire on December 16, 2018. The shares of common stock and the warrants will be immediately separable and will be issued separately.
3. The securities are owned by KFT Trust, for which Vinod Khosla and his spouse are the trustees. Mr. Khosla may be deemed to possess voting and investment control over such shares, and to have indirect beneficial ownership of such shares. Mr. Khosla disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. The warrants are subject to ownership limitations, such that the warrants are not exercisable to the extent that their exercise would result in the beneficial ownership by the holder in the Issuer's securities to exceed certain thresholds. A more complete description of the ownership limitations is set forth in the Prospectus Supplement, filed by the issuer with the Securities and Exchange Commission on December 12, 2013.
Remarks:
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, as Manager of Khosla Ventures Associates I, LLC, in its capacity as general partner of Khosla Ventures I, L.P. 12/13/2013
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, as Manager of Khosla Ventures Associates I, LLC 12/13/2013
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, as Manager of Khosla Ventures Associates III, LLC 12/13/2013
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, as Manager of Khosla Venture Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 12/13/2013
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 12/13/2013
/s/ Kimberly Totah, as attorney in fact for Vinod Khosla 12/13/2013
** Signature of Reporting Person Date
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