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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 26.16 | 02/16/2021 | A | 10,000 | (4) | 02/16/2031 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Stock Option (Right to Buy) | $ 14.43 | 02/16/2021 | A | 17,600 | (5) | 02/11/2030 | Common Stock | 17,600 | $ 0 | 17,600 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TAYLOR DEAN ROSS JR C/O CODEXIS, INC. 200 PENOBSCOT DRIVE REDWOOD CITY, CA 94063 |
SVP, Chief Scientific Officer | |||
| /s/ Ross Taylor | 02/18/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares withheld by the Issuer on vesting of restricted stock units ("RSUs") solely to cover applicable withholding taxes. No shares were sold in the open market; the transaction reported herein was executed automatically upon the release of the RSUs upon the vesting thereof. |
| (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, 2021 and March 5, 2022, subject to continued employment through such date. |
| (3) | RSUs vest 1/3 annually from February 16, 2021 such that the RSUs will be fully vested on February 16, 2024. Each RSU represents a contingent right to receive one share of Codexis common stock. |
| (4) | Option vests with respect to 25% of the shares subject thereto on February 16, 2022, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 16, 2025. |
| (5) | On February 11, 2020, 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, 2020 with any remaining shares forfeited. On February 16, 2021, the compensation committee of the issuer's board of directors certified achievement of the performance criteria at 88% of the target level, which will result in the vesting of the option with respect to 8,800 shares on March 5, 2021 and 8,800 shares on March 5, 2022, in each case subject to the reporting person's continued service to the issuer through such vesting date. |