Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS
THERETO FILED PURSUANT TO 13d-2 (a)
Gevo
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
374396109
(CUSIP
Number)
Shai
Weiss
c/o VGF
Advisers (US) LLC
27 South
Park Street, Suite 200
San
Francisco, CA 94107
(415)
230-3500
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
COPY
TO:
Sean
Caplice, Esq.
c/o
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200
Seaport Boulevard, Redwood City, California 94063
(650)
321-2400
February
9, 2011
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in the cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
|
CUSIP
No. 374396109
|
13D
|
Page 2 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Virgin
Green Fund I, L.P. (the “Fund”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,782,704
shares, except that VGF Partners I, L.P. (the “Direct General
Partner”) is the general partner of the Fund and may be deemed to
have sole power to vote these shares; VGF I Limited (the “Ultimate General
Partner”) is the general partner of the Direct General Partner and
may be deemed to have sole power to vote these shares; and each of Shai
Weiss, Anup Jacob, Mark Poole, Niall Ritchie and Stephen Murphy (the
“Directors”) are
directors of the Ultimate General Partner and each Director may be deemed
to have shared power to vote these shares.
|
|
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,782,704
shares, except that the Direct General Partner is the general partner of
the Fund and may be deemed to have sole power to dispose of these shares;
the Ultimate General Partner is the general partner of the Direct General
Partner and may be deemed to have sole power to dispose
of these shares; and each of the Directors are directors of the
Ultimate General Partner and each Director may be deemed to have shared
power to dispose of these shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 3 of
15 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
VGF
Partners I, L.P. (“Direct General
Partner”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares; the Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares; and each of the Directors are
directors of the Ultimate General Partner and each Director may be deemed
to have shared power to vote these shares.
|
|
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares; the Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares; and each of the Directors are
directors of the Ultimate General Partner and each Director may be deemed
to have shared power to dispose of these shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8
%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 4 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
VGF
I Limited (“Ultimate General
Partner”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares; the Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares; and each of the Directors are
director
s of the Ultimate General Partner and each Director may be deemed
to have shared power to vote these shares.
|
|
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares; the Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares; and each of the Directors are
directors of the Ultimate General Partner and each Director may be deemed
to have shared power to dispose of these shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
response to row 9.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 5 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Shai
Weiss (“Weiss”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Israel
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
|
|
8
|
SHARED
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares. The Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares. As a Director of the Ultimate General
Partner, Weiss may be deemed to have shared power to vote these
shares.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
Shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares. The Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares. As a Director of the Ultimate
General Partner, Weiss may be deemed to have shared power to dispose of
these shares.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 6 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Anup
Jacob (“Jacob”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
|
|
8
|
SHARED
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares. The Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares. As a Director of the Ultimate General
Partner, Jacob may be deemed to have shared power to vote these
shares.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
Shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares. The Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares. As a Director of the Ultimate
General Partner, Jacob may be deemed to have shared power to dispose of
these shares.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 7 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Mark
Poole (“Poole”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
|
|
8
|
SHARED
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares. The Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares. As a Director of the Ultimate General
Partner, Poole may be deemed to have shared power to vote these
shares.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
Shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares. The Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares. As a Director of the Ultimate
General Partner, Poole may be deemed to have shared power to dispose of
these shares.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 8 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Niall
Ritchie (“Ritchie”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURS
UANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
|
|
8
|
SHARED
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares. The Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares. As a Director of the Ultimate General
Partner, Ritchie may be deemed to have shared power to vote these
shares.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
Shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares. The Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares. As a Director of the Ultimate
General Partner, Ritchie may be deemed to have shared power to dispose of
these shares.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 9 of 15
Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Stephen
Murphy (“Murphy”)
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares.
|
|
|
8
|
SHARED
VOTING POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to vote these shares. The Ultimate General Partner is the
general partner of the Direct General Partner and may be deemed to have
sole power to vote of these shares. As a Director of the Ultimate General
Partner, Murphy may be deemed to have shared power to vote these
shares.
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
Shares.
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,782,704
shares, all of which are directly owned by the Fund. The Direct
General Partner is the general partner of the Fund and may be deemed to
have sole power to dispose of these shares. The Ultimate General Partner
is the general partner of the Direct General Partner and may be deemed to
have sole power to dispose of these shares. As a Director of the Ultimate
General Partner, Murphy may be deemed to have shared power to dispose of
these shares.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,782,704
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No. 374396109
|
13D
|
Page 10 of 15
Pages
|
Statement
on Schedule 13D
|
ITEM 1.
|
SECURITY AND
ISSUER.
|
This statement on Schedule 13D (the
“Schedule 13D”)
relates to the Common Stock, $0.01 par value per share (the “Common Stock”), of
Gevo, Inc., a Delaware corporation whose principal executive offices
are located at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO
80112 (the “Issuer”).
|
ITEM 2.
|
IDENTITY
AND BACKGROUND.
|
(a-c, f) This Schedule 13D is
being filed on behalf of: (i) Virgin Green Fund I, L.P., a Cayman Islands
exempted limited partnership (“Fund”); (ii) VGF
Partners I, L.P., a Cayman Islands exempted limited
partnership (“Direct General
Partner”); (iii) VGF I Limited a Cayman Islands exempted company (“Ultimate General
Partner”); (iv) Shai Weiss (“Weiss”); (v) Anup
Jacob (“Jacob”); (vi) Mark
Poole (“Poole”); (vii) Niall
Ritchie (“Ritchie”); (viii)
Stephen Murphy (“Murphy)” and together
with Weiss, Jacob, Poole and Ritchie, the “Directors”). The
Fund, the Direct General Partner, the Ultimate General Partner and the Directors
are collectively referred to as the “Reporting Persons.”
Weiss is a citizen of Israel, Jacob is a citizen of the United States
and each of Poole, Ritchie and Murphy is a citizen of the United Kingdom.
The Fund
is a Cayman Islands exempted limited partnership. The Direct General
Partner is the general partner of the Fund. The Ultimate General Partner is the
general partner of the Direct General Partner. The Directors are the
directors of the Ultimate General Partner. The principal business
office of the Reporting Persons is c/o VGF Advisers (US) LLC, 27 South Park
Street, Suite 200, San Francisco, California 94107.
(d) None of the Reporting Persons,
individually or collectively, has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such
laws.
|
ITEM 3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
|
On July
13, 2007, the Fund entered into a Series B Preferred Stock Purchase Agreement
pursuant to which the Fund acquired from the Issuer 1,027,397 shares of Series B
Preferred Stock for a purchase price of $2.92 per share, or $2,999,999.24 in the
aggregate.
On March
12, 2008, the Fund entered into a Series C Preferred Stock Purchase Agreement
pursuant to which the Fund acquired from the Issuer 456,204 shares of Series C
Preferred Stock for a purchase price of $5.48 per share, or $2,499,997.02 in the
aggregate.
On April
24, 2009, the Fund entered into a Series D Preferred Stock Purchase Agreement
pursuant to which the Fund acquired from the Issuer 639,206 shares of Series D
Preferred Stock for a purchase price of $7.04 per share, or $4,500,010.24 in the
aggregate.
On March
26, 2010 and May 7, 2010, the Fund entered into a Series D-1 Preferred Stock
Purchase Agreement pursuant to which the Fund acquired from the Issuer 157,888
and 74,757 shares, respectively, of Series D-1 Preferred Stock for a purchase
price of $17.12 per share, or $4,000,002.40 in the aggregate.
On
January 18, 2008, the Fund acquired a Warrant to Purchase Preferred Stock
permitting the Fund to purchase 28,786 shares of Series C Preferred Stock at an
exercise price of $5.48 per share. The Fund purchased such warrant for $630,980.
0;
On
February 9, 2011, in connection with the Issuer’s initial public offering, the
Fund purchased 186,667 shares of Common Stock for a purchase price of $15.00 per
share, or $2,800,005 in the aggregate.
|
CUSIP
No. 374396109
|
13D
|
Page 11 of 15
Pages
|
The
source of the funds for the acquisition of the Series B Preferred Stock
purchased by the Fund was from working capital. No part of the
purchase price was borrowed by the Fund for the purpose of acquiring such
securities.
The
source of the funds for the acquisition of the Series C Preferred Stock
purchased by the Fund was from working capital. No part of the
purchase price was borrowed by the Fund for the purpose of acquiring such
securities.
The
source of the funds for the acquisition of the Series D Preferred Stock
purchased by the Fund was from working capital. No part of the
purchase price was borrowed by the Fund for the purpose of acquiring such
securities.
The
source of the funds for the acquisition of the Series D-1 Preferred Stock
purchased by the Fund was from working capital. No part of the
purchase price was borrowed by the Fund for the purpose of acquiring such
securities.
The
source of the funds for the acquisition of the Warrants purchased by the Fund
was from working capital. No part of the purchase price was borrowed
by the Fund for the purpose of acquiring such securities.
The
source of the funds for the acquisition of the Common Stock purchased by the
Fund in connection with the Issuer’s initial public offering was from working
capital. No part of the purchase price was borrowed by the Fund for
the purpose of acquiring such securities.
|
ITEM 4.
|
PURPOSE
OF TRANSACTION.
|
The Reporting Persons hold the
securities described in Item 5 of this statement for investment purposes
only.
The
Reporting Persons have no plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of the instructions to Schedule
13D.
|
ITEM 5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting
Person. Regarding percentage beneficial ownership, see Row 13 of the
cover page of each Reporting Person. Regarding sole power to vote
shares, see Row 7 of the cover page of each Reporting
Person. Regarding shared power to vote shares, see Row 8 of the cover
page of each Reporting Person. Regarding sole power to dispose of
shares, see Row 9 of the cover page of each Reporting
Person. Regarding shared power to dispose of shares, see Row 10 of
the cover page of each Reporting Person.
The percentages of ownership set forth
below are based on 25,712,860 shares of Common Stock outstanding as of February
10, 2011.
|
Fund1
|
||
|
(a)
|
Amount
Beneficially Owned:
|
2,782,704
|
|
(b)
|
Fully
Diluted Ownership:
|
10.8%
|
|
Direct
General Partner1
|
||
|
(a)
|
Amount
Beneficially Owned:
|
2,782,704
|
|
(b)
|
Fully
Diluted Ownership:
|
10.8%
|
|
CUSIP
No. 374396109
|
13D
|
Page 12 of 15
Pages
|
|
Ultimate
General Partner1
|
||
|
(a)
|
Amount
Beneficially Owned:
|
2,782,704
|
|
(b)
|
Fully
Diluted Ownership:
|
10.8%
|
|
Each
Director1
|
||
|
(a)
|
Amount
Beneficially Owned:
|
2,782,704
|
|
(b)
|
Fully
Diluted Ownership:
|
10.8%
|
1 The Fund
directly owns the shares being reported hereunder. The Direct General Partner is
the general partner of the Fund. The Ultimate General Partner is the general
partner of the Direct General Partner. The Directors are the directors of the
Ultimate General Partner. Therefore, each of the Direct General Partner, the
Ultimate General Partner and the Directors may be deemed a beneficial owner of
the shares directly owned by the Fund. See the cover page of each
entity for the sole power to vote shares, shared power to vote shares, sole
power to dispose of shares and shared power to dispose of shares.
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any
transaction in the common stock of the Issuer during the past 60
days.
(d) Except
as set forth in this Item 5, no person other than each respective record owner
referred to herein of securities is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not
applicable.
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
In connection with acquisition of the
preferred stock and warrants of the Issuer, the Fund and certain other investors
entered into an investors’ rights agreement, entitling such parties to the
registration of their shares, including demand, piggyback and Form S-3
registration rights. Such registration rights are more fully
described in the Form S-1 filed with the Commission by the Issuer on February 4,
2011, and incorporated herein by reference.
In
connection with the public offering of the shares of Common Stock of the Issuer,
the Fund entered into a lock-up agreement and has agreed that it will not offer
or sell for a period of 180 days after the date of the public offering. After
the expiration of the 180-day period, the Common Stock held by the Fund may be
sold subject to applicable securities regulations.
The
180-day lock-up period described in the preceding paragraph is subject to
adjustment under certain circumstances. If in the event that either
(1) during the last 16 days of the “lock-up” period, the Issuer releases
earnings results or material news or a material event relating to the Issuer
occurs or (2) prior to the expiration of the “lock-up” period, the Issuer
announces that it will release earnings results during the 15-day period
beginning on the last day of the “lock-up” period, then in either case the
expiration of the “lock-up” will be extended until the expiration of the 18-day
period beginning on the date of the release of the earnings results or the
occurrence of the material news or event, as applicable, unless the
representatives waive, in writing, such an extension. Such lock-up period is
more fully described in the Form S-1 filed with the Commission by the Issuer on
February 4, 2011, and incorporated herein by reference.
|
ITEM 7.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
|
Exhibit
A
|
Agreement
of Joint Filing.
|
|
Exhibit B
|
Power
of Attorney
|
|
CUSIP
No. 374396109
|
13D
|
Page 13 of 15
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Date: February
18, 2011
|
||
|
Virgin
Green Fund I, L.P.
|
/s/ Michael Odai
|
|
|
By
VGF Partners I, L.P.
|
Michael
Odai, by Power of Attorney
|
|
|
Its
General Partner
|
||
|
By
VGF I Limited
|
||
|
Its
General Partner
|
||
|
VGF
Partners I, L.P.
|
/s/ Michael Odai
|
|
|
By
VGF I Limited
|
Michael
Odai, by Power of Attorney
|
|
|
Its
General Partner
|
||
|
VGF
I Limited
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Shai
Weiss
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Anup
Jacob
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Mark
Poole
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Niall
Ritchie
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Stephen
Murphy
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
|
CUSIP
No. 374396109
|
13D
|
Page 14 of 15
Pages
|
INDEX TO
EXHIBITS
|
EXHIBIT
A
|
Agreement
of Joint Filing
|
|
EXHIBIT
B
|
Power
of Attorney (filed as Exhibit 24.1 to the Form 3 filed with the Commission
by the Fund on February 8, 2011, and incorporated herein by
reference).
|
|
CUSIP
No. 374396109
|
13D
|
Page 15 of 15
Pages
|
EXHIBIT
A
Agreement of Joint
Filing
The
undersigned hereby agree that a single Schedule 13D (or any amendment thereto)
relating to the Common Stock of Gevo Inc. shall be filed on behalf of each of
the undersigned and that this Agreement shall be filed as an exhibit to such
Schedule 13D.
|
Date: February
18, 2011
|
||
|
Virgin
Green Fund I, L.P.
|
/s/ Michael Odai
|
|
|
By
VGF Partners I, L.P.
|
Michael
Odai, by Power of Attorney
|
|
|
Its
General Partner
|
||
|
By
VGF I Limited
|
||
|
Its
General Partner
|
||
|
VGF
Partners I, L.P.
|
/s/ Michael Odai
|
|
|
By
VGF I Limited
|
Michael
Odai, by Power of Attorney
|
|
|
Its
General Partner
|
||
|
VGF
I Limited
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Shai
Weiss
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Anup
Jacob
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Mark
Poole
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Niall
Ritchie
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|
||
|
Stephen
Murphy
|
/s/ Michael Odai
|
|
|
Michael
Odai, by Power of Attorney
|