CODEXIS, INC. — Director's Dealing 2010

Apr 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2010-04-27

Reporting Person: MAXYGEN INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-27	Common Stock	C	4040404	—	Acquired	4707070	Direct
2010-04-27	Common Stock	C	1080146	—	Acquired	5787216	Direct
2010-04-27	Common Stock	C	169892	—	Acquired	5957108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-27	Series A Preferred Stock	$	C	4040404	Disposed		Common Stock (4040404)	Direct
2010-04-27	Series B Preferred Stock	$	C	1080146	Disposed		Common Stock (1080146)	Direct
2010-04-27	Series D Preferred Stock	$	C	169892	Disposed		Common Stock (169892)	Direct
2010-04-27	Warrant to Purchase Series D Preferred Stock	$5.96	J	30816	Disposed	2013-05-25	Series D Preferred Stock (30816)	Direct
2010-04-27	Warrant to Purchase Common Stock	$5.96	J	30816	Acquired	2013-05-25	Common Stock (30816)	Direct

Footnotes

F1: Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (Commission File No. 333-164044).

F2: Each share of Series A Preferred Stock automatically converted into Common Stock on a 1.010101-for-1 basis upon the closing of the Issuer's initial public offering.

F3: Each share of Series B Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.

F4: Each share of Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.

F5: The expiration date is not relevant to the conversion of these securities.

F6: Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series D Preferred Stock automatically converted into a warrant to purchase an equal number of shares of the Issuer's Common Stock. Disposition of Warrant to Series D Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

F7: This warrant is immediately exercisable.