FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP
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)
(Last)          (First)          (Middle)

152 WEST 57TH STREET, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2017
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.001 per share   1/4/2017     S    4765   D $9.5012   1708302   D   (1)  
Common Stock, par value $0.001 per share   1/5/2017     S    1049   D $9.5113   1707253   D   (1)  
Common Stock, par value $0.001 per share   1/4/2017     S    1554   D $9.5012   557096   D   (2)  
Common Stock, par value $0.001 per share   1/5/2017     S    342   D $9.5113   556754   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP
152 WEST 57TH STREET
19TH FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ 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 1/6/2017
** Signature of Reporting Person Date

/s/ James C. Gale, Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP, the general partner of the Signet Healthcare Partners QP Partnership III LP 1/6/2017
** Signature of Reporting Person Date

/s/ James C. Gale, Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare Partners LP and Signet Healthcare GP III LP 1/6/2017
** 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 control number.
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