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: CMEA VENTURES LIFE SCIENCES 2000 LP (10% Owner)
Reporting Person: CMEA Ventures Life Sciences 2000, Civil Law Partnership (10% Owner)
Reporting Person: CMEA Ventures LS Management 2000, L.P. (10% Owner)
Reporting Person: BARUCH THOMAS R (Director, 10% Owner)
Reporting Person: Collier David J (10% Owner)
Reporting Person: Handelsman Karl D. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$0.00		Common Stock (93727)		Indirect
Series B Preferred Stock	$0.00		Common Stock (1418477)		Indirect
Series D Preferred Stock	$0.00		Common Stock (62815)		Indirect
Series D Preferred Stock	$0.00		Common Stock (950638)		Indirect
Series E Preferred Stock	$0.00		Common Stock (24314)		Indirect
Series E Preferred Stock	$0.00		Common Stock (367843)		Indirect
Warrant to Purchase Series D Preferred Stock	$5.96	2013-05-25	Series D Preferred Stock (5730)		Indirect
Warrant to Purchase Series D Preferred Stock	$5.96	2013-05-25	Series D Preferred Stock (86718)		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 B 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: 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.

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: 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.

F8: 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 211 shares and 3,200 shares of Common Stock will be issued to CMEA Ventures Life Sciences 2000, Civil Law Partnership and CMEA Ventures Life Sciences 2000, L.P., respectively, 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.

F9: Upon completion of the Issuer's initial public offering, this warrant to purchase shares of Series D Preferred Stock will automatically convert into a warrant to purchase an equal number of shares of the Issuer's Common Stock.

F10: This warrant is immediately exercisable.