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^*

CMEA VENTURES LIFE SCIENCES 2000 LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

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

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 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	04/27/2010		C		93,727⁽¹⁾⁽²⁾	A	⁽²⁾	93,727	I	See Footnote⁽³⁾
Common Stock	04/27/2010		C		62,815⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	156,542	I	See Footnote⁽³⁾
Common Stock	04/27/2010		C		24,525⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	181,067	I	See Footnote⁽³⁾
Common Stock	04/27/2010		C		1,418,477⁽¹⁾⁽²⁾	A	⁽²⁾	1,418,477	I	See Footnote⁽⁶⁾
Common Stock	04/27/2010		C		950,638⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	2,369,115	I	See Footnote⁽⁶⁾
Common Stock	04/27/2010		C		371,043⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	2,740,158	I	See Footnote⁽⁶⁾

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)
Series B Preferred Stock	⁽²⁾	04/27/2010		C			93,727⁽¹⁾⁽²⁾	⁽²⁾	⁽⁷⁾	Common Stock	93,727⁽¹⁾⁽²⁾	$0.00	0	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁴⁾	04/27/2010		C			62,815⁽¹⁾⁽⁴⁾	⁽⁴⁾	⁽⁷⁾	Common Stock	62,815⁽¹⁾⁽⁴⁾	$0.00	0	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁵⁾	04/27/2010		C			24,525⁽¹⁾⁽⁵⁾	⁽⁵⁾	⁽⁷⁾	Common Stock	24,525⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	04/27/2010		C			1,418,477⁽¹⁾⁽²⁾	⁽²⁾	⁽⁷⁾	Common Stock	1,418,477⁽¹⁾⁽²⁾	$0.00	0	I	See Footnote⁽⁶⁾
Series D Preferred Stock	⁽⁴⁾	04/27/2010		C			950,638⁽¹⁾⁽⁴⁾	⁽⁴⁾	⁽⁷⁾	Common Stock	950,638⁽¹⁾⁽⁴⁾	$0.00	0	I	See Footnote⁽⁶⁾
Series E Preferred Stock	⁽⁵⁾	04/27/2010		C			371,043⁽¹⁾⁽⁵⁾	⁽⁵⁾	⁽⁷⁾	Common Stock	371,043⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Series D Preferred Stock	$5.96⁽¹⁾⁽⁸⁾	04/27/2010		J			5,730⁽¹⁾⁽⁸⁾	⁽⁹⁾	05/25/2013	Series D Preferred Stock	5,730⁽¹⁾⁽⁸⁾	$0.00	0	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock	$5.96⁽¹⁾⁽⁸⁾	04/27/2010		J		5,730⁽¹⁾⁽⁸⁾		⁽⁹⁾	05/25/2013	Common Stock	5,730⁽¹⁾⁽⁸⁾	$0.00	5,730⁽¹⁾	I	See Footnote⁽³⁾
Warrant to Purchase Series D Preferred Stock	$5.96⁽¹⁾⁽⁸⁾	04/27/2010		J			86,718⁽¹⁾⁽⁸⁾	⁽⁹⁾	05/25/2013	Series D Preferred Stock	86,718⁽¹⁾⁽⁸⁾	$0.00	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Common Stock	$5.96⁽¹⁾⁽⁸⁾	04/27/2010		J		86,718⁽¹⁾⁽⁸⁾		⁽⁹⁾	05/25/2013	Common Stock	86,718⁽¹⁾⁽⁸⁾	$0.00	86,718⁽¹⁾	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

CMEA VENTURES LIFE SCIENCES 2000 LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(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^*

CMEA Ventures Life Sciences 2000, Civil Law Partnership

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(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^*

CMEA Ventures LS Management 2000, L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(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^*

Collier David J

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(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^*

Handelsman Karl D.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

(Street)

SAN FRANCISCO

94111

(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. 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. Each share of Series B Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.

3. Held by CMEA Ventures Life Sciences 2000, Civil Law Partnership. Thomas R. Baruch, a member of the Issuer's board of directors, David Collier and Karl Handelsman are general partners of CMEA Ventures LS Management 2000, L.P., the managing limited partner of CMEA Ventures Life Sciences 2000, Civil Law Partnership, and, as such, have voting and investment power over the securities held by CMEA Ventures Life Sciences 2000, Civil Law Partnership. Each of the Reporting Persons disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein.

4. Each share of Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.

5. As previously reported on the Form 3 dated April 21, 2010, due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series E Preferred Stock, each share of Series E Preferred Stock automatically converted into Common Stock on a 1.008702-for-1 basis upon the closing of the Issuer's initial public offering. Number of shares reported includes the additional 211 shares and 3,200 shares of Common Stock that was issued to CMEA Ventures Life Sciences 2000, Civil Law Partnership and CMEA Ventures Life Sciences 2000, L.P., respectively, upon such conversion as a result of such antidilution adjustment.

6. Held by CMEA Ventures Life Sciences 2000, L.P. Thomas R. Baruch, a member of the Issuer's board of directors, David Collier and Karl Handelsman are general partners of CMEA Ventures LS Management 2000, L.P., the general partner of CMEA Ventures Life Sciences 2000, L.P., and, as such, have voting and investment power over the securities held by CMEA Ventures Life Sciences 2000, L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein.

7. The expiration date is not relevant to the conversion of these securities.

8. Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series D Preferred Stock automatically converted into a warrant to purchase an equal number of shares of the Issuer's Common Stock. Disposition of Warrant to Series D Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

9. This warrant is immediately exercisable.

	/s/ Thomas R. Baruch, General Partner of CMEA Ventures LS Management 2000, L.P. for CMEA Ventures Life Sciences 2000, L.P. as its General Partner	04/29/2010
	/s/ Thomas R. Baruch, General Partner of CMEA Ventures LS Management 2000, L.P. for CMEA Ventures Life Sciences 2000, Civil Law Partnership as its managing limited partner	04/29/2010
	/s/ Thomas R. Baruch, General Partner of CMEA Ventures LS Management 2000, L.P.	04/29/2010
	/s/ David Collier	04/29/2010
	/s/ Karl Handelsman	04/29/2010
	** 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 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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