CODEXIS, INC. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS, INC. (CDXS)
CIK: 0001200375
Period of Report: 2021-02-11

Reporting Person: TAYLOR DEAN ROSS JR (SVP, Chief Scientific Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	F	1096	$26.67	Disposed	6904	Direct
2021-02-16	Common Stock	A	14080	—	Acquired	20984	Direct
2021-02-16	Common Stock	A	5000	—	Acquired	25984	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Stock Option (Right to Buy)	$26.16	A	10000	Acquired	2031-02-16	Common Stock (10000)	Direct
2021-02-16	Stock Option (Right to Buy)	$14.43	A	17600	Acquired	2030-02-11	Common Stock (17600)	Direct

Footnotes

F1: Shares withheld by the Issuer on vesting of restricted stock units ("RSUs") solely to cover applicable withholding taxes. No shares were sold in the open market; the transaction reported herein was executed automatically upon the release of the RSUs upon the vesting thereof.

F2: Represent shares of common stock issuable pursuant to performance stock units for which achievement has been certified by the Issuer's compensation committee. Shares will be issued in two equal installments on each of March 5, 2021 and March 5, 2022, subject to continued employment through such date.

F3: RSUs vest 1/3 annually from February 16, 2021 such that the RSUs will be fully vested on February 16, 2024. Each RSU represents a contingent right to receive one share of Codexis common stock.

F4: Option vests with respect to 25% of the shares subject thereto on February 16, 2022, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 16, 2025.

F5: On February 11, 2020, the issuer granted the reporting person an option that commences vesting in respect of a number of shares of the issuer's common stock determined based on the satisfaction of certain performance criteria for the fiscal year ended December 31, 2020 with any remaining shares forfeited. On February 16, 2021, the compensation committee of the issuer's board of directors certified achievement of the performance criteria at 88% of the target level, which will result in the vesting of the option with respect to 8,800 shares on March 5, 2021 and 8,800 shares on March 5, 2022, in each case subject to the reporting person's continued service to the issuer through such vesting date.