CODEXIS, INC. — Director's Dealing 2011

Jan 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2011-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	A	75000	$0.00	Acquired	75000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Stock Option (right to buy)	$9.15	A	125000	Acquired	2021-01-25	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	143666	Indirect

Footnotes

F1: Restricted stock units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit. The restricted stock units will vest in four (4) successive and equal annual installments measured from February 10, 2011, such that 100% of the restricted stock units will be fully vested on February 10, 2015.

F2: Shares held by Alan Shaw, Trustee of The Shaw Living Trust, dated June 11, 2008 (the "Living Trust"). Includes an aggregate of 99,534 shares that were transferred to the Living Trust on September 29, 2010 by Alan Shaw and The Alan Shaw 2008 Annuity Trust, dated June 20, 2008 (the "Transfer"). Such Transfer only involved a change in the form of beneficial ownership and did not change the Reporting Person's pecuniary interest in the shares. Therefore, the Transfer was exempt from the reporting requirements under Section 16(a).

F3: Option vests with respect to 25% of the shares subject thereto on January 26, 2012, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 26, 2015.