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 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) 07/29/2015 | ||||||||||||||||||||||||||
| 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 | 07/29/2015 | J(1) | 30,860,633 | A(1) | $2.3 | 41,214,111 | D(2) | |||
| 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 | ||||||||
| Tranche I Senior Convertible Note ("Tranche I Note") | $2.44 | 07/29/2015 | J(3) | 41,984,090(3) | (3) | (3) | Common Stock | 18,253,952(3) | $0.00 | 0 | D | ||||
| Tranche II Senior Convertible Note ("Tranche II Note") | $2.87 | 07/29/2015 | J(4) | 28,995,368(4) | (4) | (4) | Common Stock | 12,606,681(4) | $0.00 | 0 | D | ||||
| Warrant ("2015 Warrant") | $0.01 | 07/29/2015 | P(5) | 14,677,861 | (5) | 07/29/2025 | Common Stock | 14,677,861 | $0.00 | 14,677,861 | D | ||||
| Warrant ("Equity Finding Warrant") | $0.01 | 07/29/2015 | P(6) | 0(6) | (6) | 07/29/2025 | Common Stock | (6) | $0.00 | 0(6) | D | ||||
| Warrant ("R&D Warrant") | $0.01 | 07/29/2015 | P(7) | 880,339(7) | (7) | 07/29/2025 | Common Stock | (7) | $0.00 | 880,339(7) | D | ||||
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. On July 29, 2015, the Reporting Persons exchanged the Tranche I Note and the Tranche II Note for 30,860,633 shares of common stock at a price of $2.30 per share (the "Exchange"). The Transaction was made pursuant to an Exchange Agreement between Maxwell (Mauritius) Pte Ltd. Amyris Inc. ("Amyris") and Total Energies Nouvelles Activites USA ("Total"). |
| 2. Maxwell (Mauritius) Pte Ltd directly owns 41,214,111 shares of Common Stock. Maxwell (Mauritius) Pte Ltd is wholly-owned by Cairnhill Investments (Mauritius) Pte Ltd., which in turn is wholly-owned by Fullerton Management Pte Ltd, which in turn is wholly-owned by Temasek Holdings (Private) Limited. Therefore, each of Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Cairnhill Investments (Mauritius) Pte Ltd. may be deemed to beneficially own the shares of Common Stock directly owned by Maxwell (Mauritius) Pte Ltd. |
| 3. The Reporting Persons exchanged the Tranche I Note, which had a principal balance of $35,000,000 and $6,984,090 of principal attributable to paid-in-kind interest for 18,253,952 shares Common Stock at a price of $2.30 per share. At the time of Exchange, the Tranche I Note was convertible into shares of Common Stock at a conversion price of $2.44. The Final Maturity Date of the Tranche I Note was October 16, 2018. The Tranche I Note was cancelled upon exchange by the Reporting Persons. |
| 4. The Reporting Persons exchanged the Tranche II Note, which had a principal balance of $27,536,427 and $1,458,941 of principal attributable to paid-in-kind interest for 12,606,681 shares of common stock at a price of $2.30 per share. At the time of Exchange, the Tranche II Note was convertible into shares of Common Stock at a conversion price of $2.87. The Final Maturity Date of the Tranche II Note was January 15, 2019. The Tranche II Note was cancelled upon exchange by the Reporting Persons. |
| 5. The 2015 Warrant was issued in connection with the Exchange. The exercisability of the 2015 Warrant is subject to the approval of the stockholders of Amyris, Inc. Once such approval is obtained, the 2015 Warrant will be exercisable for 14,677,861 shares of Common Stock at an exercise price of $0.01 per share. |
| 6. The Equity Funding Warrant was issued in connection with the Exchange. The exercisability of the Equity Funding Warrant is subject to the approval of the stockholders of Amyris, Inc. and the closing of an equity offering by Amyris Inc. in the next six months at a price lower than $2.30 per share.Once such approval is obtained, the Equity Funding Warrant will be exercisable at an exercise price of $0.01 per share for a number of shares of Common Stock necessary to prevent the dilution of the beneficial ownership of the Reporting Persons that may result from an equity issuance by Amyris Inc. in the next six months at a price lower than $2.30 per share. As of the date of this filing, there are 0 shares underlying the Equity Funding Warrant. |
| 7. The R&D Warrant was issued in connection with the Exchange. The exercisability of the R&D Warrant is subject to the approval of the stockholders of Amyris, Inc and the exercise of a warrant issued to Total. Once such approval is obtained and Total exercises its R&D warrant, the R&D Warrant will be exercisable for up to 880,339 shares of Common Stock at an exercise price of $0.01 per share, assuming Total exercises its R&D warrant in full. |
| Remarks: |
| /s/ Rooksana Shahabally, Director, on behalf of Maxwell (Mauritius) Pte Ltd | 07/30/2015 | |
| /s/ Choo Soo Shen Christina, Authorized Signatory, on behalf of Temasek Holdings (Private) Limited | 07/30/2015 | |
| /s/ Cheong Kok Tim, Director, on behalf of Fullerton Management Pte Ltd | 07/30/2015 | |
| /s/ Rooksana Shahabally, Director, on behalf of Cairnhill Investments (Mauritius) Pte Ltd | 07/30/2015 | |
| ** 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. | ||