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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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 *

Lucy Patrick K.
2. Issuer Name and Ticker or Trading Symbol

Pfenex Inc. [ PFNX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Business Officer
(Last)          (First)          (Middle)

C/O PFENEX INC., 10790 ROSELLE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2020
(Street)

SAN DIEGO, CA 92121
(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 3/2/2020  M  17151 A$3.38 107397 (1)D  
Common Stock 3/2/2020  S(2)  17151 D$11.2359 (3)90246 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $3.38 3/2/2020  M     17151   (4)2/1/2028 Common Stock 17151 $0.00 61256 D  

Explanation of Responses:
(1) Includes 624 shares acquired under the PFNX 2014 employee stock purchase plan on February 15, 2020.
(2) The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on November 20, 2019.
(3) Represents the weighted average share price of an aggregate total of 17,151 shares sold in the price range of $11.04 to $11.46 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(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 February 1, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lucy Patrick K.
C/O PFENEX INC., 10790 ROSELLE STREET
SAN DIEGO, CA 92121


Chief Business Officer

Signatures
/s/ Marilyn Bock, as Attorney-in-Fact3/3/2020
**Signature of Reporting PersonDate

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