SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Piwnica Carole

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	08/22/2019⁽¹⁾		M4	282,739	A	$0.0015⁽²⁾	1,372,634	I	by Naxyris S.A.⁽³⁾
Common Stock							5,532	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)	4. Transaction Code (Instr. 8)	(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)
Warrant (Right to Buy)	$0.0015⁽²⁾	08/22/2019⁽¹⁾		4J		282,739	04/16/2019	07/10/2022	Common Stock	282,739	⁽⁴⁾	0	I	by Naxyris S.A.⁽³⁾
Warrant (Right to Buy)	$2.87	08/22/2019⁽⁴⁾		4J	370,404		05/11/2017	07/10/2022	Common Stock	370,404	⁽⁴⁾	370,404	I	by Naxyris S.A.⁽³⁾
Warrant (Right to Buy)	$2.87	08/22/2019⁽⁵⁾		4J	2,000,000		08/14/2019	08/14/2021	Common Stock	2,000,000	⁽⁵⁾	2,000,000	I	by Naxyris S.A.⁽³⁾
Warrant (Right to Buy)	$3.87	10/28/2019		4P	2,000,000		10/28/2019	10/28/2021	Common Stock	2,000,000	⁽⁶⁾	2,000,000	I	by Naxyris S.A.⁽³⁾

Explanation of Responses:

1. Reflects the exercise by Naxyris S.A. ("Naxyris") of a warrant to issue common stock, on May 2, 2019. The Reporting Person acquired beneficial ownership over such common stock upon acquiring beneficial ownership of Naxyris on August 22, 2019.

2. Reflects the exercise price of an anti-dilution common stock purchase warrant issued to Naxyris on May 11, 2017.

3. The Reporting Person beneficially owns securities held by Naxyris since August 22, 2019.

4. This warrant was issued to Naxyris on May 11, 2017 in connection with the entry into a Securities Purchase Agreement dated May 8, 2017, among the Issuer and certain purchasers, including Naxyris. The Reporting Person acquired beneficial ownership over such warrant upon acquiring beneficial ownership of Naxyris on August 22, 2019.

5. This warrant was issued in connection with the entry into a Loan and Security Agreement dated August 14, 2019 among the Issuer, certain subsidiaries of the Issuer and Naxyris. The Reporting Person acquired beneficial ownership over such warrant upon acquiring beneficial ownership of Naxyris on August 22, 2019.

6. This warrant was issued in connection with the entry into the Amended and Restated Loan and Security Agreement dated October 28, 2019 among the Issuer, cetain subsidiaries of the Issuer and Naxyris.

Remarks:

	/s/ Carole Piwnica by Bruna Lawant, Attorney-in-Fact	04/07/2020
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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