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^*

Kung Frank

(Last)

(First)

(Middle)

C/O AMYRIS, INC.

5885 HOLLIS STREET, SUITE 100

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMYRIS, INC. [ AMRS ]

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)
08/17/2018

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	08/17/2018		M		964,927⁽¹⁾	A	$4.26	3,448,664	I	by Vivo Capital Fund VIII, L.P.⁽²⁾
Common Stock	08/17/2018		M		133,246⁽¹⁾	A	$4.26	476,220	I	by Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Common Stock	08/17/2018		S⁽³⁾		2,439,848	D	$6.2188	1,008,816	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Common Stock	08/17/2018		S⁽³⁾		336,914	D	$6.2188	139,306	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Common Stock	08/17/2018		M		3,465,693	A	$4.4⁽⁴⁾	4,474,509	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Common Stock	08/17/2018		M		478,571	A	$4.4⁽⁴⁾	617,877	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Common Stock	08/20/2018		S⁽³⁾		1,008,816	D	$6.2188	3,465,693	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Common Stock	08/20/2018		S⁽³⁾		139,306	D	$6.2188	478,571	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Common Stock	08/20/2018		M		1,432,977	A	$4.4⁽⁴⁾	4,898,670	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Common Stock	08/20/2018		M		197,877	A	$4.4⁽⁴⁾	676,448	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Common Stock								4,266	D

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 D Convertible Preferred Stock	$4.26	08/17/2018		M			4,110.589	08/03/2017	⁽⁵⁾	Common Stock	964,927⁽¹⁾	$0	7,275.3593	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Series D Convertible Preferred Stock	$4.26	08/17/2018		M			567.628	08/03/2017	⁽⁵⁾	Common Stock	133,246⁽¹⁾	$0	1,004.6357	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$4.4	08/17/2018		M			3,465,693⁽⁴⁾	08/03/2017	08/03/2022	Common Stock	3,465,693	$0	1,432,977	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$4.4	08/17/2018		M			478,571⁽⁴⁾	08/03/2017	08/03/2022	Common Stock	478,571	$0	197,877	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$0.0001	08/17/2018		D			0⁽⁶⁾	05/23/2018	05/23/2023	Common Stock	⁽⁶⁾	⁽⁶⁾	0⁽⁶⁾	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$0.0001	08/17/2018		D			0⁽⁶⁾	05/23/2018	05/23/2023	Common Stock	⁽⁶⁾	⁽⁶⁾	0⁽⁶⁾	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$7.52	08/17/2018		A		4,488,072		02/17/2019	11/17/2019	Common Stock	4,488,072	⁽⁷⁾	4,488,072	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$7.52	08/17/2018		A		619,749		02/17/2019	11/17/2019	Common Stock	619,749	⁽⁷⁾	619,749	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$4.4	08/20/2018		M			1,432,977⁽⁴⁾	08/03/2017	08/03/2022	Common Stock	1,432,977	$0	0	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$4.4	08/20/2018		M			197,877⁽⁴⁾	08/03/2017	08/03/2022	Common Stock	197,877	$0	0	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$7.52	08/20/2018		A		1,855,706		02/20/2019	11/20/2019	Common Stock	1,855,706	⁽⁷⁾	1,855,706	I	By Vivo Capital Fund VIII, L.P.⁽²⁾
Warrant (Right to Buy)	$7.52	08/20/2018		A		256,251		02/20/2019	11/20/2019	Common Stock	256,251	⁽⁷⁾	256,251	I	By Vivo Capital Surplus Fund VIII, L.P.⁽²⁾

Explanation of Responses:

1. Reflects the conversion of shares of the Issuer's Series D Convertible Preferred Stock issued on August 3, 2017. Each share of Series D Convertible Preferred Stock has a stated value of $1,000 and is convertible at any time at the option of the holder into common stock of the Issuer, subject to a 9.99% beneficial ownership limit.

2. The General Partner of the holder is Vivo Capital VIII, LLC, of which the Reporting Person is a voting member. The Reporting Person may be deemed to share voting and dispositive power over these shares with four (4) other voting members. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.

3. Reflects the sale of common stock pursuant to that certain Underwriting Agreement, dated August 17, 2018, among the Issuer, Vivo Capital Fund VIII, L.P., Vivo Capital Surplus Fund VIII, L.P., the other selling stockholders party thereto and B. Riley FBR, Inc. as underwriter.

4. Reflects the exercise of common stock purchase warrants (the "Cash Warrants") issued on August 3, 2017. In connection with such exercise, (i) the exercise price of the Cash Warrants was reduced from $6.39 per share to $4.40 per share and (ii) the 9.99% beneficial ownership limit applicable to the Cash Warrants was removed.

5. The Series D Convertible Preferred Stock has no expiration date.

6. Reflects the surrender of common stock purchase warrants issued on August 3, 2017 to provide the holders with full-ratchet anti-dilution protection with respect to the conversion price of their Series D Convertible Preferred Stock (the "Dilution Warrants"), to the Issuer for cancellation pursuant to the Warrant Exercise Agreements (as defined below). At the time of surrender, the Dilution Warrants were not exercisable for any shares.

7. The warrants were issued pursuant to those certain Warrant Exercise Agreements, each dated August 17, 2018, between the Issuer and each of Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (the "Warrant Exercise Agreements") in exchange for such holders exercising their Cash Warrants for cash and surrendering their Dilution Warrants for cancellation.

	/s/ Frank Kung by Stephen Dobson, Attorney-in-Fact	08/21/2018
	** Signature of Reporting Person	Date
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