Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover page shall
be filled out of 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 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, as amended
(the “
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
).
CUSIP No: 03236M200
|
13G
|
Page 2 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG Group Holdings (SBS) Advisors, Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
|
|
(a)
o
|
|
(b)
o
|
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
- 0 -
|
6.
|
SHARED VOTING POWER
265,246 (See Item 2(a))
|
7.
|
SOLE DISPOSITIVE POWER
- 0 -
|
8.
|
SHARED DISPOSITIVE POWER
265,246 (See Item 2(a))
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,246 (See Item 2(a))
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (1)
|
12.
|
TYPE OF REPORTING PERSON
CO
|
(1) Based on a total of 43,033,650 shares of Common Stock
(as defined below) outstanding as of November 9, 2017, as reported on the Issuer’s (as defined below) Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission (the “
Commission
”) on November 20, 2017.
CUSIP No: 03236M200
|
13G
|
Page 3 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Bonderman
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
|
|
(a)
o
|
|
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
- 0 -
|
6.
|
SHARED VOTING POWER
265,246 (See Item 2(a))
|
7.
|
SOLE DISPOSITIVE POWER
- 0 -
|
8.
|
SHARED DISPOSITIVE POWER
265,246 (See Item 2(a))
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,246 (See Item 2(a))
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (2)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(2) Based on a total of 43,033,650 shares of Common Stock
outstanding as of November 9, 2017, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on
November 20, 2017.
CUSIP No: 03236M200
|
13G
|
Page 4 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James G. Coulter
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
|
|
(a)
o
|
|
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
- 0 -
|
6.
|
SHARED VOTING POWER
265,246 (See Item 2(a))
|
7.
|
SOLE DISPOSITIVE POWER
- 0 -
|
8.
|
SHARED DISPOSITIVE POWER
265,246 (See Item 2(a))
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,246 (See Item 2(a))
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (3)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(3) Based on a total of 43,033,650 shares of Common Stock
outstanding as of November 9, 2017, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on
November 20, 2017.
Item 1(a). Name of Issuer:
Amyris, Inc. (the “
Issuer
”).
Item 1(b). Address of Issuer’s
Principal Executive Offices:
5885 Hollis Street, Suite 100
Emeryville, CA 94608
Item 2(a). Name of Person Filing:
This Amendment No. 3 to Schedule 13G (as amended, the
“
Schedule 13G
”) is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“
Group
Advisors
”), David Bonderman and James G. Coulter (each a “
Reporting Person
” and, together, the “
Reporting
Persons
”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1)
under the Act.
Group Advisors is the sole member of TPG Group Holdings
(SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware
limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general
partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of TPG Biotechnology GenPar II
Advisors, LLC, a Delaware limited liability company (“
GenPar II Advisors
”) and TPG Biotechnology GenPar III
Advisors, LLC, a Delaware limited liability company (“
GenPar III Advisors
”). GenPar II Advisors is the general
partner of TPG Biotechnology GenPar II, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology
Partners II, L.P., a Delaware limited partnership (“
Biotech II
”), which directly holds 262,240 shares of Common
Stock of the Issuer (the “
Biotech II Shares
”). GenPar III Advisors is the general partner of TPG Biotechnology
GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P., a Delaware limited partnership (“
Biotech
III
” and, together with Biotech II, the “
TPG Funds
”), which directly holds 3,006 shares of Common
Stock (the “
Biotech III Shares
” and, together with the Biotech II Shares, the “
Shares
”).
Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the Shares.
David Bonderman and James G. Coulter are sole shareholders
of Group Advisors, and therefore may be deemed to beneficially own the Shares. Messrs. Bonderman and Coulter disclaim beneficial
ownership of the Shares except to the extent of their pecuniary interest therein.
Item 2(b). Address of Principal
Business Office or, if None, Residence:
The address of the principal business
office of the Reporting Persons is as follows:
c/o TPG Global, LLC
301 Commerce St., Suite 3300
Fort Worth, TX 76102
Item 2(c). Citizenship:
See Item 4 of each of the cover
pages.
Item 2(d). Title of Class of
Securities:
Common Stock, par value $0.0001
per share (“
Common Stock
”).
Item 2(e). CUSIP Number:
03236M200
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(n):
|
(a)
|
o
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
o
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
o
Investment company registered under Section 8 of the Investment
|
Company Act of 1940 (15 U.S.C 80a-8).
|
(e)
|
o
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
o
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
o
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
(j)
|
o
Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).
|
|
(k)
|
o
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
|
Item 4. Ownership.
|
(a)
|
Amount beneficially owned:
|
See Item 9 of each of the cover pages.
See Item 11 of each of the cover pages.
|
(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 of the cover pages.
|
(ii) Shared power to vote or
to direct the vote:
|
|
See Item 6 of each of the cover pages.
|
(iii) Sole power to dispose or
to direct the disposition of:
|
|
See Item 7 of each of the cover pages.
|
(iv) Shared power to dispose
or to direct the disposition of:
|
|
See Item 8 of each of the cover pages.
|
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. [X]
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.
See response to Item 2(a) hereto.
Item 8. Identification and Classification
of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
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: February 14, 2018
|
TPG Group Holdings (SBS) Advisors, Inc.
By: /
s/
Michael LaGatta
|
|
Name: Michael LaGatta
|
|
Title: Vice President
|
|
|
|
|
|
|
David Bonderman
|
|
|
|
By:
/s/ Clive Bode
|
|
Name: Clive Bode, on behalf of David Bonderman (4)
|
|
|
|
|
|
|
|
James G. Coulter
|
|
|
|
By:
/s/ Clive Bode
|
|
Name: Clive Bode, on behalf of James G. Coulter (5)
|
|
|
|
(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant to
an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an
amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(5) Clive Bode is signing on behalf of Mr. Coulter pursuant to an
authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment
to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
Exhibit
Index
Exhibit 1
|
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under
the Act.*
|
_______________
* Incorporated herein by reference to the Agreement of Joint Filing
by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T
3
Advisors, Inc., T
3
Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011,
which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David
Bonderman and James G. Coulter on February 14, 2011.