Amended Statement of Ownership (sc 13g/a)
September 25 2017 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Codexis, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
192005106
(CUSIP Number)
September 14, 2017
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes
).
1
|
Names
of Reporting Persons
|
Vivo
Ventures VII, LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
4
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
3,054,825
(1)
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
3,054,825
(1)
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,054,825
(1)
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
6.3%
(2)
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
(1)
|
The
shares are held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates
Fund, L.P. Vivo Ventures VII, LLC is the general partner of both Vivo Ventures Fund VII,
L.P. and Vivo Ventures VII Affiliates Fund, L.P.
|
|
(2)
|
Based
on 48,324,407 shares of common stock outstanding as of July 31, 2017, as reported
in the issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2017,
filed with the SEC on August 9, 2017.
|
Item
1.
|
(a)
|
Name
of Issuer:
Codexis, Inc.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
200
Penobscot Drive
Redwood
City, California 94063
Item
2.
|
(a)
|
Name
of Person Filing:
|
The
names of the reporting person is:
Vivo
Ventures VII, LLC
|
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
505
Hamilton Avenue, Suite 207
Palo
Alto, CA 94301
Delaware
|
(d)
|
Title
and Class of Securities:
|
Common
stock, par value $0.0001 per share
192005106
|
Item 3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of the Act;
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
[_]
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
[_]
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
|
(e)
|
[_]
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_]
|
A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_]
|
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
[_]
|
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[_]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Not
Applicable.
|
(a)
|
Amount
Beneficially Owned:
|
The
shares of common stock are held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.:
|
●
|
Vivo
Ventures Fund VII, L.P.: 2,989,664 shares, representing approximately 6.2% of the outstanding
shares.
|
|
●
|
Vivo
Ventures VII Affiliates Fund, L.P.: 65,161 shares, representing approximately 0.1% of
the outstanding shares.
|
Vivo
Ventures VII, LLC is the general partner of both Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. The
voting members of Vivo Ventures VII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual
voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
(b) Percent
of Class:
See
Item 11 of each cover page, which is based on Item 9 of the respective cover page. See also Item 4(a) above.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
Item 5 of each cover page.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
Item 6 of each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
Item 7 of each cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
Item 8 of each cover page.
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Not
applicable.
|
Item 6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item 7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person.
|
Not
applicable.
|
Item 8.
|
Identification
and classification of members of the group.
|
Not
applicable.
|
Item 9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
September 25, 2017
|
Vivo Ventures VII, LLC
|
|
|
|
|
By:
|
/s/ Frank Kung
|
|
Name:
|
Frank Kung
|
|
Title:
|
Managing Member
|
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