SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMYRIS, INC. [ AMRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/07/2024 | D(1)(2) | 46,047 | D | $0 | 0 | D | |||
| Common Stock | 05/07/2024 | D(1)(2) | 87,268,358 | D | $0 | 0 | I | by Foris Ventures, LLC(3)(4) | ||
| Common Stock | 05/07/2024 | D(1)(2) | 4,531 | D | $0 | 0 | I | by KPCB XII Founders Fund, LLC(5) | ||
| Common Stock | 05/07/2024 | D(1)(2) | 248,304 | D | $0 | 0 | I | by Kleiner Perkins Caufield and Byers XII, LLC(6) | ||
| Common Stock | 05/07/2024 | D(1)(2) | 3,333,333 | D | $0 | 0 | I | by Perrara Ventures, LLC(7) | ||
| Common Stock | 05/07/2024 | D(1)(2) | 9,648 | D | $0 | 0 | I | by Clarus, LLC(8) | ||
| Common Stock | 05/07/2024 | D(1)(2) | 567 | D | $0 | 0 | I | by The Vallejo Ventures Trust U/T/A 2/12/96(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (Right to Buy) | $1.3 | 05/07/2024 | D(1)(2) | 2,046,036 | 09/13/2022 | 09/13/2025 | Common Stock | 2,046,036 | (10) | 0 | I | by Foris Ventures, LLC(3)(4) | |||
| Warrant (Right to Buy) | $1.8 | 05/07/2024 | D(1)(2) | 10,000,000 | (11) | 12/30/2027 | Common Stock | 10,000,000 | (12) | 0 | I | by Foris Ventures, LLC(3)(4) | |||
| 2019 LSA | $3 | 05/07/2024 | D(1)(2) | $70,700,000(13)(14) | 06/05/2023 | 07/01/2024 | Common Stock | 23,584,220 | (13)(14) | 0 | I | by Foris Ventures, LLC(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Issuer's Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), which was confirmed by the United States Bankruptcy Court for the District of Delaware on February 7, 2024 and became effective on May 7, 2024, each share of the Issuer's common stock and options to purchase the Issuer's common stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. |
| 2. (continued from footnote 1) In addition, pursuant to the Plan, $20,000,000 of the claims arising from that certain Senior Secured Super Priority Debtor In Possession Loan Agreement, dated as of August 9, 2023 (the "DIP Credit Agreement"), by and among the Borrowers, the Guarantors and Euagore, LLC ("Euagore" and such other lenders from time to time party thereto, the "DIP Lenders"), an affiliate of Foris Ventures, LLC ("FV"), were converted into 100% of the new common stock of the reorganized Issuer and issued to the DIP Lenders (or their assignee) on the effective date of the Plan. |
| 3. L. John Doerr ("John Doerr") indirectly holds all of the membership interests in Foris Ventures, LLC ("FV"). John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 4. Barbara Hager, the manager of FV, may be deemed to have sole power to vote and dispose of the shares held by FV. The Vallejo Ventures Trust U/T/A 2/12/96 ("VVT"), the member of FV, may be deemed to have sole power to vote and dispose of these securities and John Doerr and Ann Doerr, the trustees of VVT, and Barbara Hager, the special trustee of VVT, may be deemed to have shared power to vote and dispose of the reported securities. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. FV and VVT are represented on the Issuer's board of directors by John Doerr. Accordingly, each of Ann Doerr, Barbara Hager, FV and VVT are deemed to be a director by deputization. |
| 5. The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which John Doerr is the managing member. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
| 6. The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which John Doerr is the managing member. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
| 7. John Doerr indirectly holds all of the membership interests in Perrara Ventures, LLC. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 8. John Doerr and Ann Doerr are the trustees of VVT, which is the member of Clarus, LLC. Barbara Hager is the special trustee of VVT and manager of FV. By virtue of these relationships, John Doerr, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by Clarus, LLC. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by Clarus, LLC except to the extent of their pecuniary interest therein, if any. |
| 9. John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is the special trustee of VVT and manager of FV. By virtue of these relationships, John Doerr, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by VVT. Each of John Doerr, Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by VVT except to the extent of their pecuniary interest therein, if any. |
| 10. This warrant was issued in connection with the entry into that certain Loan and Security Agreement dated September 13, 2022 among the Issuer, certain subsidiaries of the Issuer and Foris Ventures, LLC. |
| 11. The warrant is exercisable at a price of $1.80 per full share of Common Stock at any time after the date of issuance for a period of five years. |
| 12. On December 29, 2022, the Issuer entered into a security purchase agreement with FV, pursuant to which the Issuer issued and sold to FV in a private placement (i) 13,333,334 shares of the Issuer's common stock (the "Common Stock") and (ii) a warrant to purchase up to 10,000,000 shares of Common Stock, for an aggregate purchase price of $20,000,000. |
| 13. Represents the total amount of indebtedness outstanding, including accrued and unpaid interest as well as penalties, as of January 3, 2024, under that certain Amended and Restated Loan and Security Agreement, dated as of October 28, 2019 (as it may be further amended, restated or otherwise modified, the "2019 LSA"), by and among the Issuer, FV, as lender, and the other parties thereto. Such indebtedness was convertible into shares of Common Stock at a fixed conversion price of $3.00 per share of Common Stock the estimated aggregate principal amount and interest and penalties as of January 3, 2024 outstanding. |
| 14. (continued from footnote 13 ) The 2019 LSA bears interest at 6.0% per annum, subject to certain default interest provisions in the event of a default under the 2019 LSA. The Issuer's filing of the Chapter 11 Cases (as defined below) was an event of default under the 2019 LSA which automatically accelerated the payment date of unpaid principal and interest as well as applying certain penalties, including adding an amount equal to 6.0% of the past due amount and increasing the interest rate to 12.0%, compounded daily. |
| /s/ L. John Doerr, by Barbara Hager as his attorney-in-fact | 05/07/2024 | |
| /s/ Ann Howland Doerr, by Barbara Hager as her attorney-in-fact | 05/07/2024 | |
| /s/ Vallejo Ventures Trust UTA 21296, by Barbara Hager as Special Trustee | 05/07/2024 | |
| /s/ Foris Ventures, LLC, by Barbara Hager as manager | 05/07/2024 | |
| /s/ Barbara Hager | 05/07/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||