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)
| 2. Issuer Name and Ticker or Trading Symbol CODEXIS, INC. [ CDXS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2022 | ||||||||||||||||||||||||||
| 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 | 02/07/2022 | A | 9,000(1) | A | $0 | 44,205 | D | |||
| Common Stock | 02/08/2022 | A(2) | 11,640 | A | $0 | 35,205 | D | |||
| 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 | ||||||||
| Stock Option (Right to Buy) | $26.16 | 02/08/2022 | A | 16,006(3) | (3) | 02/16/2031 | Common Stock | 16,006 | $0.00 | 16,006 | D | ||||
| Stock Option (Right to Buy) | $19.39 | 02/07/2022 | A | 13,000 | (4) | 02/07/2032 | Common Stock | 13,000 | $0.00 | 13,000 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| /s/ Ross Taylor | 02/09/2022 | |
| ** 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. | ||