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: BARUCH THOMAS R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-27	Common Stock	C	93727	—	Acquired	93727	Indirect
2010-04-27	Common Stock	C	62815	—	Acquired	156542	Indirect
2010-04-27	Common Stock	C	24525	—	Acquired	181067	Indirect
2010-04-27	Common Stock	C	1418477	—	Acquired	1418477	Indirect
2010-04-27	Common Stock	C	950638	—	Acquired	2369115	Indirect
2010-04-27	Common Stock	C	371043	—	Acquired	2740158	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-27	Series B Preferred Stock	$	C	93727	Disposed		Common Stock (93727)	Indirect
2010-04-27	Series D Preferred Stock	$	C	62815	Disposed		Common Stock (62815)	Indirect
2010-04-27	Series E Preferred Stock	$	C	24525	Disposed		Common Stock (24525)	Indirect
2010-04-27	Series B Preferred Stock	$	C	1418477	Disposed		Common Stock (1418477)	Indirect
2010-04-27	Series D Preferred Stock	$	C	950638	Disposed		Common Stock (950638)	Indirect
2010-04-27	Series E Preferred Stock	$	C	371043	Disposed		Common Stock (371043)	Indirect
2010-04-27	Warrant to Purchase Series D Preferred Stock	$5.96	J	5730	Disposed	2013-05-25	Series D Preferred Stock (5730)	Indirect
2010-04-27	Warrant to Purchase Common Stock	$5.96	J	5730	Acquired	2013-05-25	Common Stock (5730)	Indirect
2010-04-27	Warrant to Purchase Series D Preferred Stock	$5.96	J	86718	Disposed	2013-05-25	Series D Preferred Stock (86718)	Indirect
2010-04-27	Warrant to Purchase Common Stock	$5.96	J	86718	Acquired	2013-05-25	Common Stock (86718)	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 B Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.

F3: Held by CMEA Ventures Life Sciences 2000, Civil Law Partnership. Thomas R. Baruch, a member of the Issuer's board of directors, David Collier and Karl Handelsman are general partners of CMEA Ventures LS Management 2000, L.P., the managing limited partner of CMEA Ventures Life Sciences 2000, Civil Law Partnership, and, as such, have voting and investment power over the securities held by CMEA Ventures Life Sciences 2000, Civil Law Partnership. Each of the Reporting Persons disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein.

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: 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 211 shares and 3,200 shares of Common Stock that was issued to CMEA Ventures Life Sciences 2000, Civil Law Partnership and CMEA Ventures Life Sciences 2000, L.P., respectively, upon such conversion as a result of such antidilution adjustment.

F6: Held by CMEA Ventures Life Sciences 2000, L.P. Thomas R. Baruch, a member of the Issuer's board of directors, David Collier and Karl Handelsman are general partners of CMEA Ventures LS Management 2000, L.P., the general partner of CMEA Ventures Life Sciences 2000, L.P., and, as such, have voting and investment power over the securities held by CMEA Ventures Life Sciences 2000, L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported in this Form 4 except to the extent of any pecuniary interest therein.

F7: The expiration date is not relevant to the conversion of these securities.

F8: 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.

F9: This warrant is immediately exercisable.