Pfenex (PFNX) Form 4 Pfenex / Evert B. Schimmelpennink ownership change

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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X

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^*

Schimmelpennink Evert B.

(Last) (First) (Middle)

C/O PFENEX INC., 10790 ROSELLE STREET

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pfenex Inc. [ PFNX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2020		U		16,658	D	(1)(2)	0	D
Common Stock	10/01/2020		U		10,000	D	(1)(2)	0	I	See footnote(3)

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 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)	$3.52	10/01/2020		U			36,290	(4)	09/01/2027	Common Stock	36,290	(5)	0	D
Stock Option (right to buy)	$3.38	10/01/2020		U			195,062	(6)	02/01/2028	Common Stock	195,062	(5)	0	D
Stock Option (right to buy)	$3.9	10/01/2020		U			300,000	(7)	02/01/2029	Common Stock	300,000	(5)	0	D
Stock Option (right to buy)	$10.89	10/01/2020		U			225,000	(8)	02/03/2030	Common Stock	225,000	(5)	0	D
Stock Option (right to buy)	$3.52	10/01/2020		U			313,710	(9)	09/01/2027	Common Stock	313,710	(5)	0	D

Explanation of Responses:

1. Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated August 10, 2020 (the "Merger Agreement"), by and among Ligand Pharmaceutical Incorporated, a Delaware corporation, Pelican Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Issuer, each issued and outstanding share of Issuer common stock (other than (A) Cancelled Shares, (B) Accepted Company Shares, and (C) Dissenting Company Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive (i) $12.00 per share, net to the holder thereof, subject to reduction for any applicable withholding Taxes (as defined in the Merger Agreement) payable in respect thereof, in cash (the "Cash Portion"), and (ii) a non-transferrable contractual contingent value right per share (a "CVR"), pursuant to the Contingent Value Rights Agreement,

2. (continued from footnote 1) dated as of September 30, 2020 (as it may be amended from time to time, the "CVR Agreement"), to receive a contingent payment of $2.00 in cash upon the achievement of a specified milestone as set forth in the CVR Agreement (the "CVR Portion"), effective immediately prior to the Effective Time (as defined in the Merger Agreement).

3. Shares held by the Schimmelpennink-Van Alphen Trust, dated 7/31/2019, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.

4. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean August 3, 2017.

5. Upon the terms and subject to the conditions set forth in the Merger Agreement, each option with an exercise price equal to or less than the Cash Portion that remains outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into a right to receive, with respect to each share of Issuer Common stock subject to such option, an amount in cash, without interest, equal to the excess, if any, of (i) the Cash Portion over the per share exercise price of such option, plus (ii) the CVR Portion (the "Option Consideration"). All Option Consideration will be paid without interest and less any applicable tax withholdings

6. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2018.

7. Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2019.

8. Twenty five percent (25%) of the shares subject to the Option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2014 Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean February 1, 2020.

9. Twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one year anniversary of the Vesting Commencement Date and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest every month thereafter such that all shares shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date, subject to the reporting person continuing to be a Service Provider (as such term is defined in the Issuer's 2016 Inducement Equity Incentive Plan) through each such date. "Vesting Commencement Date" shall mean August 3, 2017.

Remarks:

Chief Executive Officer, President & Secretary

	/s/ Marilyn Bock, as Attorney-in-Fact	10/05/2020
	** Signature of Reporting Person	Date
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