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: SULAT JAMES R (Director, 10% Owner)

Non-Derivative Transactions

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

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: Held by Maxygen, Inc. ("Maxygen"). James R. Sulat, a member of the Issuer's board of directors, is the Chief Executive Officer, Chief Financial Officer and a member of the board of directors of Maxygen, and, as such, may be deemed to be the beneficial owner of the securities held by Maxygen. Mr. Sulat disclaims beneficial ownership of all securities held by Maxygen, except to the extent of his pecuniary interest therein.

F4: 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.

F5: 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.

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

F7: 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.

F8: This warrant is immediately exercisable.