CODEXIS, INC. — Director's Dealing 2022

Feb 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CODEXIS, INC. (CDXS)
CIK: 0001200375
Period of Report: 2022-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-07	Common Stock	A	9000	—	Acquired	44205	Direct
2022-02-08	Common Stock	A	11640	—	Acquired	35205	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-08	Stock Option (Right to Buy)	$26.16	A	16006	Acquired	2031-02-16	Common Stock (16006)	Direct
2022-02-07	Stock Option (Right to Buy)	$19.39	A	13000	Acquired	2032-02-07	Common Stock (13000)	Direct

Footnotes

F1: Restricted Stock Units ("RSUs") vest 1/3 annually from February 7, 2022 such that the RSUs will be fully vested on February 7, 2025. Each RSU represents a contingent right to receive one share of Codexis common stock.

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, 2022 and March 5, 2023, subject to continued employment through such date.

F3: On February 16, 2021, 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, 2021 with any remaining shares forfeited. On February 8, 2022, the compensation committee of the issuer's board of directors certified achievement of the performance criteria at 72.75% of the target level, which will result in the vesting of the option with respect to 8,003 shares on March 5, 2022 and 8,003 shares on March 5, 2023, in each case subject to the reporting person's continued service to the issuer through such vesting date.

F4: Option vests with respect to 25% of the shares subject thereto on February 7, 2023, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 7, 2026.