Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Khosla Ventures III, L.P.
  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)
(Last)
(First)
(Middle)
C/O KHOSLA VENTURES, 2128 SAND HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2013
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)

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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 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)
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)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Khosla Ventures III, L.P.
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KHOSLA VINOD
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
Khosla Ventures I, L.P.
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
Khosla Ventures Associates I, LLC
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
Khosla Ventures Associates III, LLC
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
VK Services, LLC
C/O KHOSLA VENTURES
2128 SAND HILL ROAD
MENLO PARK, CA 94025
    X    

Signatures

 /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
**Signature of Reporting Person Date

 /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
**Signature of Reporting Person Date

 /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
**Signature of Reporting Person Date

 /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
**Signature of Reporting Person Date

 /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC   12/13/2013
**Signature of Reporting Person Date

 /s/ Kimberly Totah, as attorney in fact for Vinod Khosla   12/13/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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 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.

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