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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Black David
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.
(Last)          (First)          (Middle)

C/O CDP GEVO, LLC, 3811 TURTLE CREEK BLVD., SUITE 750
3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2012
(Street)

DALLAS, TX 75219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/3/2012     X    1298   A $2.7   1298   I   By LLC   (1)
Common Stock   2/3/2012     S (2)    395   D $8.873   903   I   By LLC   (1)
Common Stock   2/3/2012     S (3)    903   D $10   0   I   By LLC   (1)
Common Stock   2/6/2012     X    7573   A $2.7   7573   I   By LLC   (1)
Common Stock   2/6/2012     S (4)    2241   D $9.125   5332   I   By LLC   (1)
Common Stock   2/6/2012     S (3)    5332   D $10   0   I   By LLC   (1)
Common Stock   2/7/2012     X    5577   A $2.7   5577   I   By LLC   (1)
Common Stock   2/7/2012     S (5)    1603   D $9.395   3974   I   By LLC   (1)
Common Stock   2/7/2012     S (3)    3974   D $10   0   I   By LLC   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Warrants (right to buy)   $2.7   2/3/2012     X         1298    9/21/2009   9/21/2016   Common Stock   1298   $ 0   856702   I   By LLC   (6)
Warrants (right to buy)   $2.7   2/6/2012     X         7573    9/21/2009   9/21/2016   Common Stock   7573   $ 0   849129   I   By LLC   (6)
Warrants (right to buy)   $2.7   2/7/2012     X         5577    9/21/2009   9/21/2016   Common Stock   5577   $ 0   843552   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Black David
C/O CDP GEVO, LLC
3811 TURTLE CREEK BLVD., SUITE 750
DALLAS, TX 75219


EVP, Upstream Business Dev.

Signatures
/s/ Brett Lund, Attorney-in-Fact 2/7/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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