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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP (Last) (First) (Middle) 152 W 57, 19TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Pfenex Inc. [ PFNX ]	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) 07/29/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2014		C(3)		780,928	A	$0.0(3)	862,403	D(1)
Common Stock	07/29/2014		C(3)		2,869,638	A	$0.0(3)	3,169,030	D(2)
Common Stock	07/29/2014		J(4)		143,009	A	(4)	1,005,412	D(1)
Common Stock	07/29/2014		J(4)		525,509	A	(4)	3,694,539	D(2)
Common Stock	07/29/2014		S(5)		81,475	D	$0.31	923,937	D(1)
Common Stock	07/29/2014		S(5)		299,392	D	$0.31	3,395,147	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-2 Participating Preferred Stock	$0.00(3)	07/29/2014		C(3)			684,665	(3)	(3)	Common Stock	684,665	$0.00(3)	0	D(1)
Series A-2 Participating Preferred Stock	$0.00(3)	07/29/2014		C(3)			2,515,903	(3)	(3)	Comon Stock	2,515,903	$0.00(3)	0	D(2)

1. Name and Address of Reporting Person* SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP (Last) (First) (Middle) 152 W 57, 19TH FLOOR (Street) NEW YORK NY 10019 (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* SIGNET HEALTHCARE PARTNERS QP PARTNERSHIP II LP (Last) (First) (Middle) 152 W 57TH STREET, 19TH FLOOR (Street) NEW YORK NY 10019 (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. Owned by Signet Healthcare Partners Accredited Partnership III, LP. ("SHPAP3") and indirectly by Signet Healthcare GP III, LP, the general partner of SHPAP3; Signet Healthcare Partners LP, the management company for SHPAP3; and Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP and Signet Healthcare Partners, LP. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.

2. Owned by Signet Healthcare Partners QP Partnership III, LP. ("SHPQP3") and indirectly by Signet Healthcare GP III, LP, the general partner of SHPQP3; Signet Healthcare Partners, LP, the management company for SHPQP3; and Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP and Signet Healthcare Partners, LP. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.

3. Each share of Series A-2 Participating Preferred Stock automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. In connection with the closing of the Issuer's initial public offering, the Issuer issued shares of Common Stock to pay all accrued but unpaid dividends for the Issuer's Series A-2 Participating Preferred Stock. Based on the initial public offering price of $6.00 per share, SHPAP3 received 143,009 shares of the Issuer's Common Stock and SHPQP3 received 525,509 shares of the Issuer's Common Stock on July 29, 2014.

5. On July 29, 2014, the Issuer repurchased 81,475 shares of Common Stock from SHPAP3 and 299,392 shares of Common Stock from SHPQP3 at a purchase price of $0.31 per share.

Remarks:

This is a joint filing by Signet Healthcare Partners Accredited Partnership III, LP, Signet Healthcare Partners QP Partnership III, LP., Signet Healthcare GP III, LP, Signet Healthcare Partners LP, and Signet Holdings, LLC. Signet Healthcare Partners Accredited Partnership III, LP is the designated filer for Signet Healthcare Partners QP Partnership III, LP. Signet Healthcare GP III, LP, Signet Healthcare Partners LP, and Signet Holdings, LLC. The address of each filer is the same as the designated filer. See notes 1 and 2 above. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.

	James C. Gale, Chief Investment Officer of Signet Healthcare PartnersAcredited Partnership , LP	07/30/2014
	James C. Gale, Chief Investment Officer of Signet Healthcare Partner QP Partnership, LP	07/30/2014
	James C. Gale, Managing Member and Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare Partners, LP and Signet Healthcare GP III, LLC	07/30/2014
	** Signature of Reporting Person	Date
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