CODEXIS, INC. — Director's Dealing 2010

May 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2010-05-12

Reporting Person: SHAW ALAN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-12	Common Stock	M	50000	$0.6	Acquired	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-12	Stock Option (right to buy)	$0.6	M	50000	Disposed	2013-05-16	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47534	Indirect
Common Stock	44132	Indirect

Footnotes

F1: Shares held by Alan Shaw, Trustee of The Alan Shaw 2008 Annuity Trust, dated June 20, 2008.

F2: Shares held by The Shaw Living Trust Agreement, for which the Reporting Person is trustee.

F3: 100% of the shares subject to the option are fully vested and exercisable.