CODEXIS, INC. — Director's Dealing 2011

Dec 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2011-12-13

Reporting Person: SHAW ALAN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Common Stock	S	7820	$5.3348	Disposed	285846	Indirect
2011-12-14	Common Stock	S	30000	$5.2557	Disposed	255846	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75000	Direct

Footnotes

F1: This transaction was executed in multiple trades in prices ranging from $5.25 to $5.49. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F2: Shares held by The Shaw Living Trust UAD 6/11/2008, Alan Shaw and Christine Shaw Trustees.

F3: This transaction was executed in multiple trades in prices ranging from $5.10 to $5.37. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F4: Restricted stock units.