Edgar Filing: CODEXIS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Equilon Enterprises LLC

2. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [CDXS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ROOM 4552, 910 LOUISIANA ST.,

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2010		C		789,492 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	789,492 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽³⁾
Common Stock	04/27/2010		C		2,410,412 ⁽¹⁾ ⁽⁴⁾	A	⁽⁴⁾	3,199,904 ⁽¹⁾ ⁽⁴⁾	I	See Footnote ⁽³⁾
Common Stock	04/27/2010		C		2,373,415 ⁽¹⁾ ⁽⁵⁾	A	⁽⁵⁾	5,573,319 ⁽¹⁾ ⁽⁵⁾	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock

⁽²⁾

04/27/2010

789,492 ⁽¹⁾ ⁽²⁾

⁽²⁾

⁽⁶⁾

Common Stock

789,492 ⁽¹⁾ ⁽²⁾

$ 0

See Footnote ⁽³⁾

Series E Preferred Stock

⁽⁴⁾

04/27/2010

2,410,412 ⁽¹⁾ ⁽⁴⁾

⁽⁴⁾

⁽⁶⁾

Common Stock

2,410,412 ⁽¹⁾ ⁽⁴⁾

$ 0

See Footnote ⁽³⁾

Series F Preferred Stock

⁽⁵⁾

04/27/2010

2,373,415 ⁽¹⁾ ⁽⁵⁾

⁽⁵⁾

⁽⁶⁾

Common Stock

2,373,415 ⁽¹⁾ ⁽⁵⁾

$ 0

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Equilon Enterprises LLC ROOM 4552, 910 LOUISIANA ST. HOUSTON, TX 77002		X
Royal Dutch Shell plc 30, CAREL VAN BYLANDTLAAN, 2596 HR THE HAGUE THE NETHERLANDS, P7		X

Signatures

/s/ Lynn S. Borgmeier, for Equilon Enterprises LLC as its Secretary		04/29/2010
^**Signature of Reporting Person		Date
/s/ Michiel Brandjes, for Royal Dutch Shell plc as its Company Secretary		04/29/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (Commission File No. 333-164044).
(2)	Each share of Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.
(3)	Shares owned directly by Equilon Enterprises LLC dba Shell Oil Products US ("Equilon Enterprises"). Equilon Enterprises is an indirect wholly owned subsidiary of Royal Dutch Shell plc. As a result, Royal Dutch Shell plc may be deemed to be the indirect beneficial owner of all of the securities reported on this Form 4.
(4)	As previously reported on the Form 3 dated April 21, 2010, due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series E Preferred Stock, each share of Series E Preferred Stock automatically converted into Common Stock on a 1.008702-for-1 basis upon the closing of the Issuer's initial public offering. Number of shares reported includes the additional 20,794 shares of Common Stock that was issued to Equilon Enterprises upon such conversion as a result of such antidilution adjustment.
(5)	As previously reported on the Form 3 dated April 21, 2010, due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series F Preferred Stock, each share of Series F Preferred Stock automatically converted into Common Stock on a 1.008702-for-1 basis upon the closing of the Issuer's initial public offering. Number of shares reported includes the additional 20,475 shares of Common Stock that was issued to Equilon Enterprises upon such conversion as a result of such antidilution adjustment.
(6)	The expiration date is not relevant to the conversion of these securities.

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