CODEXIS, INC. — Director's Dealing 2011

May 24, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2011-05-20

Reporting Person: Shell Brazil Holding B.V. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5573319	Direct

Footnotes

F1: Acquisition of Codexis Common Stock was effected via transfer of such Common Stock from Equilon Enterprises LLC, an indirect wholly owned subsidiary of Royal Dutch Shell plc ("RDS"), to Shell Brazil Holding B.V., an indirect wholly owned subsidiary of Royal Dutch Shell plc for $10.07 per share, the closing price for shares of Codexis Common Stock on 5/20/11. RDS's beneficial ownership of the Codexis Common Stock was not affected by the transfer.