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^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2010

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

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

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

5. 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 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	145,166	I	See Footnote⁽¹⁾

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)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,179,674⁽²⁾	⁽²⁾	I	See Footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	138,919⁽⁴⁾	⁽⁴⁾	I	See Footnote⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	419,687⁽²⁾	⁽²⁾	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	58,472⁽²⁾	⁽²⁾	D⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,555⁽⁴⁾	⁽⁴⁾	D⁽⁵⁾

1. Name and Address of Reporting Person^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Associates II, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures III, L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Associates III, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(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^*

VK Services, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 3, SUITE 190

(Street)

MENLO PARK

94025

(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. The securities are owned by Khosla Ventures III, L.P. ("Khosla III"). Khosla Ventures Associates III, LLC ("KVA III") is the general partner of Khosla III and possesses sole voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla III. KVA III however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

2. Upon the closing of the Issuer's initial public offering, each outstanding share of Series A Preferred Stock and Series C Preferred Stock will be automatically converted into one share of the Issuer's Common Stock. The Series A Preferred Stock and Series C Preferred Stock have no expiration date.

3. The securities are owned by Khosla Ventures II, L.P. ("Khosla II"). VK Services, LLC serves as the manager of Khosla Ventures Associates II, LLC ("KVA II"), which serves as the general partner of Khosla II, and VK Services, LLC possesses sole voting and investment control over the shares owned by Khosla II and may be deemed to have indirect beneficial ownership of the shares held by Khosla II. KVA II however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

4. Upon completion of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock will be automatically converted into 1.118 shares of the Issuer's Common Stock. The number of shares of underlying Common Stock reported in Column 3 does not reflect this automatic conversion. The Series B Preferred Stock has no expiration date.

5. The securities are owned by VK Services, LLC. VK Services, LLC serves as the manager of KVA II.

Remarks:

Exhibit List ------------------ Exhibit 99 - Joint Filer Information Statement

	/s/ Khosla Ventures II, L.P., by Khosla Ventures Associates II, LLC, its General Partner	09/27/2010
	/s/ Khosla Ventures Associates II, LLC	09/27/2010
	/s/ Khosla Ventures III, L.P., by Khosla Ventures Associates III, LLC, its General Partner	09/27/2010
	/s/ Khosla Ventures Associates III, LLC	09/27/2010
	/s/ VK Services, LLC, by Vinod Khosla, its Managing Director	09/27/2010
	** 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).
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