CODEXIS, INC. — Major Shareholding Notification 2017

Nov 20, 2017

SC 13G 1 sc-13g.htm Licensed to: K&L Gates LLP Document created using EDGARfilings PROfile 4.3.3.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

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Codexis, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

192005106

(CUSIP Number)

November 10, 2017

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 192005106 — (1)	Names of Reporting Persons Telemark Asset Management, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☒
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 3,250,000 shares
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power See Row 6 above
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
(11)	Percent of Class Represented by Amount in Row (9) 6.72%
(12)	Type of Reporting Person (See Instructions) IA;OO

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CUSIP No. 192005106 — (1)	Names of Reporting Persons Telemark Fund, LP
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☒
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 3,250,000 shares
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power See Row 6 above
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
(11)	Percent of Class Represented by Amount in Row (9) 6.72%
(12)	Type of Reporting Person (See Instructions) PN

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CUSIP No. 192005106 — (1)	Names of Reporting Persons Colin McNay
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☒
(3)	SEC Use Only
(4)	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 3,250,000 shares
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power See Row 6 above
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
(11)	Percent of Class Represented by Amount in Row (9) 6.72%
(12)	Type of Reporting Person (See Instructions) IN

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Item 1(a).	Name of Issuer
	Codexis, Inc.
Item 1(b).	Address of Issuer's Principal Executive Offices
	200 Penobscot Drive Redwood City CA 94063
Item 2(a).	Name of Person Filing
	This Schedule 13G is being jointly filed by Telemark Asset Management, LLC, Telemark Fund LP and Colin McNay (collectively, the "Reporting Persons") with respect to shares of Common Stock of Codexis Inc. Telemark Asset Management, LLC is the investment adviser of Telemark Fund, LP. Colin McNay is the President and sole owner of Telemark Asset Management, LLC.
	Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement other than the securities actually owned by such person (if any).
Item 2(b).	Address of Principal Business Office or, if None, Residence
	The address of the principal office of each Reporting Person is:
	One International Place, Suite 4620 BOSTON MA 02110
Item 2(c).	Citizenship
	Telemark Asset Management, LLC is a Delaware limited liability company and Telemark Fund, LP is a Delaware limited partnership. Colin McNay is a U.S. citizen.
Item 2(d).	Title of Class of Securities
	Common Stock, par value $0.0001 per share
Item 2(e).	CUSIP Number
	192005106
Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
	(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);

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	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	If filing in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______
Item 4(a) .	Amount Beneficially Owned
	Each Reporting Person may be deemed to beneficially own 3,250,000 shares.
Item 4(b).	Percent of Class
	Each Reporting Person may be deemed to beneficially own what constitutes approximately 6.72% of the shares outstanding.
Item 4(c).	Number of shares as to which each Reporting Person has:
	(i)	sole power to vote or direct the vote:
		0
	(ii)	shared power to vote or direct the vote:
		3,250,000 shares
	(iii)	sole power to dispose or to direct the disposition:
		0
	(iv)	shared power to dispose or to direct the disposition:
		3,250,000 shares
Item 5.	Ownership of Five Percent or Less of a Class

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	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	The Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certification
	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of the signatory's knowledge and belief, the signatory certifies that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2017
TELEMARK ASSET MANAGEMENT, LLC
By:	/s/ Brian C. Miley
Name:	Brian C. Miley
Title:	Chief Financial Officer

TELEMARK FUND, LP
By:	Telemark Asset Management LLC,
	investment adviser

By:	/s/ Brian C. Miley
Name:	Brian C. Miley
Title:	Chief Financial Officer

By:	/s/ Colin McNay
Name:	Colin McNay
Title:	President and sole owner of Telemark Asset Management, LLC

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EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement