X0203 3 2011-03-16 0 0001068796 MAXYGEN INC MAXY 0001347166 Borkholder John C/O MAXYGEN, INC. 515 GALVESTON DRIVE REDWOOD CITY CA 94063 0 1 0 0 General Counsel & Secretary Common Stock 97711 D Common Stock 279 I Held by Maxygen, Inc. 401(k) plan Employee Stock Option (right to buy) 7.54 2015-12-01 Common Stock 60000 D Employee Stock Option (right to buy) 10.64 2017-01-03 Common Stock 7000 D Employee Stock Option (right to buy) 8.66 2017-07-02 Common Stock 7000 D Employee Stock Option (right to buy) 8.06 2018-01-02 Common Stock 3125 D Employee Stock Option (right to buy) 7.29 2018-02-01 Common Stock 1500 D Employee Stock Option (right to buy) 6.49 2018-04-01 Common Stock 8125 D Employee Stock Option (right to buy) 3.51 2018-07-01 Common Stock 8125 D Employee Stock Option (right to buy) 4.05 2018-10-01 Common Stock 8125 D Employee Stock Option (right to buy) 6.53 2019-09-22 Common Stock 65000 D Employee Stock Option (right to buy) 4.04 2021-01-03 Common Stock 20000 D Performance Units 0 Common Stock 143969 D Includes 75,250 restricted shares of common stock granted under the Maxygen, Inc. 2006 Equity Incentive Plan that were not vested as of the reporting date. The option vested and became exercisable in full on November 14, 2009. The option vested and became exercisable in full on January 1, 2011. The option vested as to 1/4 of the underlying shares on January 2, 2009 and vests as to 1/48 of the underlying shares on a monthly basis thereafter. The option vested as to 10% of the underlying shares on September 22, 2010 and vests as to 20% of the underlying shares quarterly thereafter until September 22, 2011; as to 45% of the underlying shares quarterly thereafter until September 22, 2012; and as to 25% of the underlying shares quarterly thereafter until September 22, 2013. The option vests as to 10% of the underlying shares on January 1, 2012; as to 20% of the underlying shares quarterly thereafter until January 1, 2013; as to 45% of the underlying shares quarterly thereafter until January 1, 2014; and as to 25% of the underlying shares quarterly thereafter until January 1, 2015. Represents contingent performance units (CPUs) granted under the Maxygen, Inc. 2006 Equity Incentive Plan. Each CPU represents a contingent right to receive one share of Maxygen, Inc. common stock (or the cash equivalent) plus any dividend payments and other distributions to stockholders made after the grant date on a per share basis. CPU awards will vest and be settled upon the earliest to occur of a change in control of Maxygen, Inc., a corporate dissolution or liquidation of Maxygen, Inc., the involuntary termination of the reporting person without cause, or the fourth anniversary of the grant date. The actual number of CPUs that will vest will be determined on the settlement date based on the fair market value of Maxygen, Inc. common stock, the fair market value of any applicable dividend payments and other distributions and the exercise prices of certain stock options granted to the reporting person. All unvested CPUs expire immediately following the settlement date. /s/ John Borkholder 2011-03-25