SEC FORM 3

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^*

Borkholder John

(Last)

(First)

(Middle)

C/O MAXYGEN, INC.

515 GALVESTON DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2011

3. Issuer Name and Ticker or Trading Symbol
MAXYGEN INC [ MAXY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	97,711⁽¹⁾	D
Common Stock	279	I	Held by Maxygen, Inc. 401(k) plan

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	12/01/2015	Common Stock	60,000	$7.54	D
Employee Stock Option (right to buy)	⁽³⁾	01/03/2017	Common Stock	7,000	$10.64	D
Employee Stock Option (right to buy)	⁽³⁾	07/02/2017	Common Stock	7,000	$8.66	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/02/2018	Common Stock	3,125	$8.06	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2018	Common Stock	1,500	$7.29	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/01/2018	Common Stock	8,125	$6.49	D
Employee Stock Option (right to buy)	⁽⁴⁾	07/01/2018	Common Stock	8,125	$3.51	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/01/2018	Common Stock	8,125	$4.05	D
Employee Stock Option (right to buy)	⁽⁵⁾	09/22/2019	Common Stock	65,000	$6.53	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/03/2021	Common Stock	20,000	$4.04	D
Performance Units⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	143,969⁽⁷⁾	$0	D

Explanation of Responses:

1. Includes 75,250 restricted shares of common stock granted under the Maxygen, Inc. 2006 Equity Incentive Plan that were not vested as of the reporting date.

2. The option vested and became exercisable in full on November 14, 2009.

3. The option vested and became exercisable in full on January 1, 2011.

4. The option vested as to 1/4 of the underlying shares on January 2, 2009 and vests as to 1/48 of the underlying shares on a monthly basis thereafter.

5. The option vested as to 10% of the underlying shares on September 22, 2010 and vests as to 20% of the underlying shares quarterly thereafter until September 22, 2011; as to 45% of the underlying shares quarterly thereafter until September 22, 2012; and as to 25% of the underlying shares quarterly thereafter until September 22, 2013.

6. The option vests as to 10% of the underlying shares on January 1, 2012; as to 20% of the underlying shares quarterly thereafter until January 1, 2013; as to 45% of the underlying shares quarterly thereafter until January 1, 2014; and as to 25% of the underlying shares quarterly thereafter until January 1, 2015.

7. Represents contingent performance units (CPUs) granted under the Maxygen, Inc. 2006 Equity Incentive Plan. Each CPU represents a contingent right to receive one share of Maxygen, Inc. common stock (or the cash equivalent) plus any dividend payments and other distributions to stockholders made after the grant date on a per share basis. CPU awards will vest and be settled upon the earliest to occur of a change in control of Maxygen, Inc., a corporate dissolution or liquidation of Maxygen, Inc., the involuntary termination of the reporting person without cause, or the fourth anniversary of the grant date. The actual number of CPUs that will vest will be determined on the settlement date based on the fair market value of Maxygen, Inc. common stock, the fair market value of any applicable dividend payments and other distributions and the exercise prices of certain stock options granted to the reporting person. All unvested CPUs expire immediately following the settlement date.

Remarks:

	/s/ John Borkholder	03/25/2011
	** 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).
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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