SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RINGOLD GORDON

(Last)

(First)

(Middle)

C/O MAXYGEN, INC.

515 GALVESTON DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2009

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/07/2009		G	V	4,000	D	$0	258,496	I	Trust⁽¹⁾
Common Stock	08/07/2009		G	V	2,000	D	$0	256,496	I	Trust⁽¹⁾
Restricted Shares of Common Stock	09/22/2009		A		20,000⁽²⁾	A	$0	20,000	D
Restricted Shares of Common Stock	09/22/2009		A		10,000⁽³⁾	A	$0	10,000	D
Common Stock								63,198	I	By Technogen⁽⁴⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.53	09/22/2009		A		20,000		⁽²⁾	09/22/2019	Common Stock	20,000	$0	20,000	D
Performance Units⁽⁵⁾⁽⁶⁾	⁽⁵⁾	09/22/2009		A		40,669⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁵⁾⁽⁶⁾	$0	40,669⁽⁶⁾	D

Explanation of Responses:

1. Gordon Ringold and Tanya Zarucki 1999 Trust

2. Subject to continuous service with the Company, the award will vest as to 10% of the shares subject to the award on the first anniversary of the grant date, quarterly thereafter until the second anniversary of the grant date as to 20% of the shares subject to the award, quarterly thereafter until the third anniversary of the grant date as to 45% of the shares subject to the award, and quarterly thereafter until the fourth anniversary of the grant date as to the remaining 25% of the shares subject to the award; provided, however, that all shares subject to an award will immediately vest upon occurrence of a change in control or dissolution of the Company.

3. Subject to continuous service with the Company, 25% of the shares subject to the award will vest each year on the first four anniversaries of the grant date; provided, however, that all shares subject to an award will immediately vest upon occurrence of a change in control or dissolution of the Company.

4. The amount of securities reported consists of shares of common stock of the Company held by Technogen Enterprises, L.L.C. Dr. Ringold is a Managing Member of Technogen Enterprises, L.L.C. and has shared power to vote or direct the vote of and shared power to dispose or direct the disposition of the shares held by the limited liability company. Dr. Ringold disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the limited liability company.

5. To be valued at the per share price of common stock of the Company as of the earliest of (i) a change in control of the Company, (ii) a corporate dissolution or liquidation of the Company, or (iii) the fourth anniversary of the grant date, plus all dividend payments and other distributions to stockholders made after the grant date on a per share basis. The earned value of any contingent performance unit will be settled in shares of common stock of the Company. The value of any earned dividends and distributions to stockholders that are attributable to performance units will generally be settled in the form received by stockholders, although the Company's board of directors retains the ability to settle in shares of common stock of the Company and/or cash.

6. The actual number of contingent performance units that will vest will be determined as of the earliest to occur of (i) a change in control of the Company, (ii) a corporate dissolution or liquidation of the Company, or (iii) the fourth anniversary of the grant date (the "settlement date"), and will be equal to the sum of (x) the fair market value of the common stock underlying all unexercised stock options of the reporting person as of the settlement date plus (y) all dividend payments or other distributions made to stockholders after the grant date on a per share basis multiplied by the number of shares of common stock subject to all unexercised options of the reporting person as of the grant date, minus (z) the number of shares of common stock subject to all unexercised options of the reporting person as of the grant date multiplied by the fair market value of a share of common stock on the grant date, all divided by the fair market value of a share of common stock on the settlement date. All unvested contingent performance units remaining following the Settlement Date will expire immediately.

Remarks:

	John Borkholder - Attorney-in-fact	09/24/2009
	** 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).
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