CODEXIS, INC. — Director's Dealing 2012

Mar 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2012-03-07

Reporting Person: Sheehy Douglas T. (SVP, General Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-07	Common Stock	A	32000	$0.00	Acquired	73000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-07	Stock Option (right to buy)	$3.56	A	59000	Acquired	2022-03-06	Common Stock (59000)	Direct

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.

F2: Option vests with respect to 25% of the shares subject thereto on March 7, 2013, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on March 7, 2016