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^*

SHAW ALAN

(Last)

(First)

(Middle)

C/O CODEXIS, INC.

200 PENOBSCOT DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2010

3. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [ CDXS ]

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

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

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	47,534⁽¹⁾	I	See Footnote⁽²⁾
Common Stock	44,132⁽¹⁾	I	See Footnote⁽³⁾

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)
Stock Option (right to buy)	⁽⁴⁾	05/16/2013	Common Stock	333,333⁽¹⁾	$0.6⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	07/15/2013	Common Stock	33,333⁽¹⁾	$0.6⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	12/11/2013	Common Stock	93,333⁽¹⁾	$0.6⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	01/05/2015	Common Stock	53,333⁽¹⁾	$0.9⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	01/05/2015	Common Stock	13,333⁽¹⁾	$0.9⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	10/18/2015	Common Stock	33,333⁽¹⁾	$1.05⁽¹⁾	D
Stock Option (right to buy)	⁽⁴⁾	12/13/2015	Common Stock	46,666⁽¹⁾	$1.05⁽¹⁾	D
Stock Option (right to buy)	⁽⁵⁾	01/26/2017	Common Stock	144,750⁽¹⁾	$2.45⁽¹⁾	D
Stock Option (right to buy)	⁽⁶⁾	01/26/2017	Common Stock	144,750⁽¹⁾	$2.45⁽¹⁾	D
Stock Option (right to buy)	⁽⁷⁾	08/28/2017	Common Stock	225,000⁽¹⁾	$6.71⁽¹⁾	D
Stock Option (right to buy)	⁽⁸⁾	10/25/2017	Common Stock	116,000⁽¹⁾	$6.86⁽¹⁾	D
Stock Option (right to buy)	⁽⁹⁾	06/02/2019	Common Stock	266,666⁽¹⁾	$7.46⁽¹⁾	D
Stock Option (right to buy)	⁽¹⁰⁾	02/11/2020	Common Stock	266,666⁽¹⁾	$10.92⁽¹⁾	D

Explanation of Responses:

1. Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (Commission File No. 333-164044).

2. Shares held by Alan Shaw, Trustee of The Alan Shaw 2008 Annuity Trust, dated June 20, 2008.

3. Shares held by The Shaw Living Trust Agreement, for which the Reporting Person is trustee.

4. 100% of the shares subject to the option are fully vested and exercisable.

5. Option vests with respect to 25% of the shares subject thereto on August 23, 2007, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on August 23, 2010.

6. Option vests with respect to 25% of the shares subject thereto on December 31, 2007, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on December 31, 2010.

7. Option vests with respect to 25% of the shares subject thereto on August 28, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on August 28, 2011.

8. Option vests with respect to 25% of the shares subject thereto on October 25, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on October 25, 2011.

9. Option vests with respect to 1/24th of the shares subject thereto monthly commencing on January 1, 2011, such that the option will be fully vested and exercisable on January 1, 2013.

10. Option vests with respect to 100% of the shares subject thereto on January 1, 2015. Upon the completion of the Issuer's initial public offering, the option will vest with respect to 25% of the shares subject thereto on January 1, 2011, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2014.

	/s/ Alan Shaw	04/21/2010
	** 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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