Pfenex (PFNX) Form 4 Change in insider ownership

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^*

SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP

(Last) (First) (Middle)

152 WEST 57TH STREET

19TH FLOOR

(Street)

NEW YORK NY 10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

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	04/29/2015		S		1,576,808	D	$14.57	1,818,339	D(1)
Common Stock	04/29/2015		S		330,959	D	$14.57	592,978	D(2)

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

Explanation of Responses:

1. Beneficially owned directly by Signet Healthcare Partners QP Partnership III LP ("SHPQP3") and indirectly by Signet Healthcare GP III LP, the general partner of SHPQP3; Signet Healthcare Partners LP, the management company for SHPQP3; and Signet Holdings LLC, the general partner of Signet Healthcare GP III LP and Signet Healthcare Partners LP. Signet Healthcare Partners LP, Signet Healthcare GP III LP and Signet Holdings LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.

2. Beneficially owned directly by Signet Healthcare Partners Accredited Partnership III LP ("SHPAP3") and indirectly by Signet Healthcare GP III LP, the general partner of SHPAP3; Signet Healthcare Partners LP, the management company for SHPAP3; and Signet Holdings LLC, the general partner of Signet Healthcare GP III LP and Signet Healthcare Partners LP. Signet Healthcare Partners LP, Signet Healthcare GP III LP and Signet Holdings LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any.

Remarks:

This is a joint filing by Signet Healthcare Partners Accredited Partnership III LP, Signet Healthcare Partners QP Partnership III LP, Signet Healthcare GP III LP, Signet Healthcare Partners LP and Signet Holdings LLC. Signet Healthcare Partners Accredited Partnership III LP is the designated filer for Signet Healthcare Partners QP Partnership III LP. Signet Healthcare GP III LP, Signet Healthcare Partners LP, and Signet Holdings LLC. The address of each filer is the same as the designated filer. See notes 1 and 2 above. Signet Healthcare Partners LP, Signet Healthcare GP III LP, and Signet Holdings LLC disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.

	James C. Gale, Chief Investment Officer of Signet Holdings LLC, the general partner of Signet Healthcare GP III LP, the general partner of Signet Healthcare Partners Accredited Partnership III LP	04/29/2015
	James C. Gale, Chief Investment Officer of Signet Holdings LLC, the general partner of Signet Healthcare GP III LP, the general partner of Signet Healthcare Partners QP Partnership III LP	04/29/2015
	James C. Gale, Managing Member and Chief Investment Officer of Signet Holdings LLC, the general partner of Signet Healthcare Partners LP and Signet Healthcare GP III LP	04/29/2015
	** 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).
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