SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CONUS PARTNERS INC (Last) (First) (Middle) 49 WEST 38TH STREET 11TH FLOOR (Street) NEW YORK NY 10018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/13/2008	3. Issuer Name and Ticker or Trading Symbol MAXYGEN INC [ MAXY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 06/16/2008
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,707,167(1)	I	Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CONUS PARTNERS INC (Last) (First) (Middle) 49 WEST 38TH STREET 11TH FLOOR (Street) NEW YORK NY 10018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZACKS ANDREW (Last) (First) (Middle) C/O CONUS PARTNERS, INC. 49 WEST 38TH STREET, 11TH FLOOR (Street) NEW YORK NY 10018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 amendment is being filed to correct the amount of securities deemed to be beneficially owned that was previously reported. Due to a typographical error, an incorrect amount was previously reported.

2. These shares of Common Stock (the "Shares") of Maxygen, Inc. (the "Issuer") are held in the accounts of private investment vehicles and certain managed accounts over which Conus Partners, Inc. and Andrew Zacks (the "Reporting Persons") each has investment discretion. Conus Partners, Inc. has investment discretion over the Shares because it is the investment adviser to such private investment vehicles and managed accounts. Andrew Zacks has investment discretion over the Shares because he is the managing director of Conus Partners, Inc.

Remarks:

+ The Reporting Persons hereby disclaim beneficial ownership over the securities reported on this Form 3 amendment except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Conus Partners, Inc., By: /s/ Andrew Zacks, Managing Director+	08/14/2008
	/s/ Andrew Zacks+	08/14/2008
	** 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 5 (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).
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