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: Pasternack Bruce A (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$6.71	2017-08-28	Common Stock (16666)		Direct
Stock Option (right to buy)	$10.50	2018-01-29	Common Stock (16666)		Direct
Stock Option (right to buy)	$7.46	2019-06-02	Common Stock (16666)		Direct
Stock Option (right to buy)	$10.92	2020-02-11	Common Stock (16666)		Direct

Footnotes

F1: 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on August 28, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on August 28, 2011.

F2: 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).

F3: 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2009, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2012.

F4: 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2010, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2013.

F5: 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as the shares vest according to the following schedule: 25% of the shares subject thereto vest on January 1, 2011, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested on January 1, 2014.