CODEXIS, INC. — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS INC (CDXS)
CIK: 0001200375
Period of Report: 2019-05-13

Reporting Person: Lalonde James (SVP, R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-13	Common Stock	M	17621	$7.46	Acquired	151023	Direct
2019-05-13	Common Stock	S	17621	$18.6116	Disposed	133402	Direct
2019-05-14	Common Stock	M	2378	$7.46	Acquired	135780	Direct
2019-05-14	Common Stock	S	2378	$18.9485	Disposed	133402	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-13	Stock Option (Right to Buy)	$7.46	M	17621	Disposed		Common Stock (17621)	Direct
2019-05-14	Stock Option (Right to Buy)	$7.46	M	2378	Disposed		Common Stock (2378)	Direct

Footnotes

F1: Includes 7,949 shares held in constructive trust for the sole benefit of the reporting person's ex-spouse pursuant to terms of a marital settlement agreement. The shares held in trust for the ex-spouse are no longer beneficially owned by the reporting person.

F2: This transaction was executed in multiple trades in prices ranging from $18.50 to $18.84, inclusive. 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 with the range set forth in this footnote.

F3: Includes 1,073 shares held in constructive trust for the sole benefit of the reporting person's ex-spouse pursuant to terms of a marital settlement agreement. The shares held in trust for the ex-spouse are no longer beneficially owned by the reporting person.

F4: This transaction was executed in multiple trades in prices ranging from $18.90 to $19.00, inclusive. 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 with the range set forth in this footnote.

F5: The option is fully vested and exercisable.

F6: The option was exercised by the Reporting Person ahead of its expiration on June 1, 2019.