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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right-to-buy) | $ 1.85 (1) | 12/16/2013 | P | 18,519 | 12/16/2013 | 12/16/2018 | Common Stock | 18,519 | (1) | 18,519 | D (2) | ||||
| Common Stock Warrants (right-to-buy) | $ 1.85 (1) | 12/16/2013 | P | 370,370 | 12/16/2013 | 12/16/2018 | Common Stock | 370,370 | (1) | 100,000 (3) | I (2) | See footnotes (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Weiss Shai C/O VGF ADVISERS (US) LLC 27 SOUTH PARK STREET, SUITE 200 SAN FRANCISCO, CA 94107 |
X | |||
| /s/ Brett Lund, Attorney-in-fact | 12/18/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares of common stock and the warrants to purchase common stock were purchased together as common stock units, but were issued separately. Each common stock unit consisted 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 has an exercise price of $1.85 per share (subject to adjustment in certain circumstances), became exercisable on the date of original issuance and will expire on December 16, 2018. |
| (2) | Mr. Weiss purchased 18,519 shares of Gevo common stock and warrants to purchase 18,519 shares of common stock on December 16, 2013 and owns such shares and warrants directly. The additional securities reported as indirectly owned by Mr. Weiss reflect securities 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. |
| (3) | The number of securities beneficially owned following the reported transaction have been estimated based on the 4.999% ownership limitation contained in the warrants. Under the terms of the warrants, during any period of time in which a holder's beneficial ownership of Gevo's common stock is less than 5%, any exercise notice with respect to the warrants delivered by such holder will be deemed automatically not to have been so delivered by such holder to the extent, but only to the extent, that delivery of shares of Gevo's common stock otherwise deliverable upon such exercise would result in such holder having a beneficial ownership of Gevo's common stock in excess of 4.999%. A holder may only increase the 4.999% ownership limitation upon 65 days prior written notice to Gevo. |
| 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. | |