CODEXIS, INC. — Director's Dealing 2010

Apr 21, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2010-04-21

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$0.00		Common Stock (789492)		Indirect
Series E Preferred Stock	$0.00		Common Stock (2389618)		Indirect
Series F Preferred Stock	$0.00		Common Stock (2352940)		Indirect

Footnotes

F1: The shares are immediately convertible.

F2: The shares do not have an expiration date.

F3: 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).

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

F5: 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 3.

F6: As of the date hereof, each share of Series E Preferred Stock is convertible into Common Stock on a 1-for-1 basis. Due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series E Preferred Stock, an additional 20,794 shares of Common Stock will be issued to Equilon Enterprises upon the closing of the Issuer's initial public offering at a per share offering price of $13.00 (assuming a closing date of April 27, 2010), when each share of Series E Preferred Stock will automatically convert into Common Stock on a 1.008702-for-1 basis.

F7: As of the date hereof, each share of Series F Preferred Stock is convertible into Common Stock on a 1-for-1 basis. Due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series F Preferred Stock, an additional 20,475 shares of Common Stock will be issued to Equilon Enterprises upon the closing of the Issuer's initial public offering at a per share offering price of $13.00 (assuming a closing date of April 27, 2010), when each share of Series F Preferred Stock will automatically convert into Common Stock on a 1.008702-for-1 basis.