-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CdVCwlNSwHiPDMaudPe8yjuatZ/K+Bdk6VQurr7GFqH0LcjyvampG/nk8hVFUJGX ShQT7R/hNa2nDQW+Yf8gvQ== 0000903423-11-000088.txt : 20110214 0000903423-11-000088.hdr.sgml : 20110214 20110214182853 ACCESSION NUMBER: 0000903423-11-000088 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DAVID BONDERMAN GROUP MEMBERS: JAMES G. COULTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMYRIS, INC. CENTRAL INDEX KEY: 0001365916 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85969 FILM NUMBER: 11609122 BUSINESS ADDRESS: STREET 1: 5885 HOLLIS ST SUITE 100 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-450-0761 MAIL ADDRESS: STREET 1: 5885 HOLLIS ST SUITE 100 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: AMYRIS BIOTECHNOLOGIES INC DATE OF NAME CHANGE: 20060613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 IRS NUMBER: 271650453 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 tpggroupamyris13g_0209.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G

 
Under the Securities Exchange Act of 1934
 
 
                       Amyris, Inc.                          
(Name of Issuer)
 
       Common Stock, par value $0.0001 Per Share    
(Titles of Class of Securities)
 
                                03236M101                                     
(CUSIP Number)
 
                           December 31, 2010                            
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
xRule 13d-1(d)
 
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 


CUSIP No:  03236M101
13G
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
TPG Group Holdings (SBS) Advisors, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
3,262,450
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
3,262,450
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,262,450
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.4% (1)
12.
TYPE OF REPORTING PERSON*
 
CO



 (1) Based on a total of 43,815,019 shares of Common Stock outstanding as of October 29, 2010, as reported on the Issuer’s Form 10-Q filed November 10, 2011.

 
2

 

CUSIP No:  03236M101
13G
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
David Bonderman
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
3,262,450
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
3,262,450
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,262,450
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.4%(2)
12.
TYPE OF REPORTING PERSON*
 
IN

 (2) Based on a total of 43,815,019 shares of Common Stock outstanding as of October 29, 2010, as reported on the Issuer’s Form 10-Q filed November 10, 2010.

 
 
3

 
 

CUSIP No:  03236M101
13G
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
James G. Coulter
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
-0-
6.
SHARED VOTING POWER
 
3,262,450
7.
SOLE DISPOSITIVE POWER
 
-0-
8.
SHARED DISPOSITIVE POWER
 
3,262,450
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,262,450
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.4%(3)
12.
TYPE OF REPORTING PERSON*
 
IN

 
(3) Based on a total of 43,815,019 shares of Common Stock outstanding as of October 29, 2010, as reported on the Issuer’s Form 10-Q filed November 10, 2010.

 
4

 
 
Item 1(a).
Name of Issuer:
 
Amyris, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
5885 Hollis Street, Suite 100, Emeryville, CA 94608
 
Item 2(a).
Name of Person Filing:
 
This Schedule 13G (the “Schedule 13G”) is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation  (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar II, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners II, L.P., a Delaware limited partnership (the “TPG Fund”), which directly owns the shares of Common Stock of the Issuer (the “Shares”) reported herein.  Because of Group Advisors’ relationship to the TPG Fund, Group Advisors may be deemed to beneficially own the Shares.
 
David Bonderman and James G. Coulter are directors, officers and sole shareholders of Group Advisors, and therefore may be deemed to beneficially own the Shares.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of the Reporting Persons is as follows:
 
c/o TPG Capital, L.P.
301 Commerce St., Suite 3300
Fort Worth, TX 76102
 
Item 2(c).
Citizenship:
 
See Item 4 of each of the cover pages.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (Common Stock”)
 
Item 2(e).
CUSIP Number:
 
03234M101
 
 
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
o Broker or dealer registered under Section 15 of the Exchange Act;
 
(b)
o Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
5

 
(c)
o  Insurance company as defined in Section 3(a)(19) of the Exchange Act;
  
(d)
o   Investment company registered under Section 8 of the Investment Company Act;
   
(e)
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
o Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
o Non-U.S. institution in accordance with § 240. 13d-1(b)(1)(ii)(J);
 
(k)
o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240. 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 
Item 4.
Ownership.
 
 
 
(a)
Amount beneficially owned:
 
See responses to Item 9 on each cover page.
 
 
(b)
Percent of class:
 
See responses to Item 11 on each cover page.
 
 
(c)
Number of shares as to which such person has:
 
(i)
 
Sole power to vote or to direct the vote:
 
See responses to Item 5 on each of cover page.
 
(ii)
 
Shared power to vote or to direct the vote:
 
See responses to Item 6 on each of cover page.
 
(iii)
 
Sole power to dispose or to direct the disposition of:
 
See responses to Item 7 on each cover page.
 
(iv)
 
Shared power to dispose or to direct the disposition of:
 
See responses to Item 8 on each cover page.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
 
6

 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
See response to Item 2(a) above.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certification.
 
Not Applicable.
 
 

 
 
7

 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
Dated:  February 14, 2011
 
 
 
TPG Group Holdings (SBS) Advisors, Inc.
 
By:  /s/ Ronald Cami       
 
Name:
Ronald Cami
 
Title:
Vice President
     
 
David Bonderman
 
By:  /s/ Ronald Cami       
 
Name:
Ronald Cami, on behalf of David Bonderman (4)
     
 
James G. Coulter
 
By:  /s/ Ronald Cami       
 
Name:
Ronald Cami, on behalf of James G. Coulter (5)

     
 


_______________________
 
(4)  Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 13D filed by Mr. Bonderman on July 26, 2010.
 
(5)  Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010.
 

 
8

 

 
Exhibit Index
 

 
Exhibit 1
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
 
 
 
 
 
 
 
 
 
 
9
EX-1 2 tpggroupamyris13g-ex1_0209.htm Unassociated Document

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 14th day of February 2011, by and among TPG Group Holdings (SBS) Advisors, Inc., TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., David Bonderman and James G. Coulter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
 
Dated:  February 14, 2011
 
TPG Group Holdings (SBS) Advisors, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President

TPG Advisors II, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President

TPG Advisors III, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President

TPG Advisors V, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President
 
 
 

 
 
 

 
TPG Advisors VI, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President

T3 Advisors, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President

T3 Advisors II, Inc.


By: /s/ Ronald Cami                                          
Name:  Ronald Cami
Title:    Vice President



 
By: /s/ David Bonderman                                
Name:  David Bonderman

 

 
By: /s/ James G. Coulter                                   
Name:  James G. Coulter
 
 
 
 
 
 
2


 
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