CODEXIS, INC. — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2011-05-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Common Stock	M	50000	$0.6	Acquired	175000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Stock Option (right to buy)	$0.6	M	50000	Disposed	2013-05-16	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	193666	Indirect

Footnotes

F1: Includes 75,000 restricted stock units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.

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

F3: 100% of the shares subject to the option are fully vested and exercisable.