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: Equilon Enterprises LLC (10% Owner)
Reporting Person: Royal Dutch Shell plc (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-27	Common Stock	C	789492	—	Acquired	789492	Indirect
2010-04-27	Common Stock	C	2410412	—	Acquired	3199904	Indirect
2010-04-27	Common Stock	C	2373415	—	Acquired	5573319	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-27	Series D Preferred Stock	$	C	789492	Disposed		Common Stock (789492)	Indirect
2010-04-27	Series E Preferred Stock	$	C	2410412	Disposed		Common Stock (2410412)	Indirect
2010-04-27	Series F Preferred Stock	$	C	2373415	Disposed		Common Stock (2373415)	Indirect

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

F3: Shares owned directly by Equilon Enterprises LLC dba Shell Oil Products US ("Equilon Enterprises"). Equilon Enterprises is an indirect wholly owned subsidiary of Royal Dutch Shell plc. As a result, Royal Dutch Shell plc may be deemed to be the indirect beneficial owner of all of the securities reported on this Form 4.

F4: As previously reported on the Form 3 dated April 21, 2010, due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series E Preferred Stock, each share of Series E Preferred Stock automatically converted into Common Stock on a 1.008702-for-1 basis upon the closing of the Issuer's initial public offering. Number of shares reported includes the additional 20,794 shares of Common Stock that was issued to Equilon Enterprises upon such conversion as a result of such antidilution adjustment.

F5: As previously reported on the Form 3 dated April 21, 2010, due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series F Preferred Stock, each share of Series F Preferred Stock automatically converted into Common Stock on a 1.008702-for-1 basis upon the closing of the Issuer's initial public offering. Number of shares reported includes the additional 20,475 shares of Common Stock that was issued to Equilon Enterprises upon such conversion as a result of such antidilution adjustment.

F6: The expiration date is not relevant to the conversion of these securities.