Edgar Filing: Dowd Brian Paul

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Dowd Brian Paul

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2012

3. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [CDXS]

(Last)

(First)

(Middle)

C/O CODEXIS, INC.,Â 200 PENOBSCOT DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Interim CFO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

REDWOOD CITY,Â CAÂ 94063

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,933 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽²⁾	01/28/2018	Common Stock	5,333	$ 10.5	D	Â
Stock Option (right to buy)	Â ⁽³⁾	05/21/2018	Common Stock	33,332	$ 11.85	D	Â
Stock Option (right to buy)	Â ⁽⁴⁾	06/01/2019	Common Stock	19,999	$ 7.46	D	Â
Stock Option (right to buy)	Â ⁽⁵⁾	02/10/2020	Common Stock	16,666	$ 10.92	D	Â
Stock Option (right to buy)	Â ⁽⁶⁾	01/25/2021	Common Stock	15,000	$ 9.15	D	Â
Stock Option (right to buy)	Â ⁽⁷⁾	03/06/2022	Common Stock	29,000	$ 3.56	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dowd Brian Paul C/O CODEXIS, INC. 200 PENOBSCOT DRIVE REDWOOD CITY,Â CAÂ 94063	Â	Â	Â Interim CFO	Â

Signatures

/s/ Doug Sheehy, as Attorney-in-Fact for Brian Dowd		03/12/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes 22,500 restricted Stock Units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
(2)	Option is 100% vested and exercisable.
(3)	Option vests with respect to 25% of the shares subject thereto on May 1, 2009, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on May 1, 2012.
(4)	Option vests with respect to 50% of the shares subject thereto on January 1, 2011, with 1/24 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2013.
(5)	Option vests with respect to 25% of the shares subject thereto on January 1, 2011, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2014.
(6)	Option vests with respect to 25% of the shares subject thereto on January 26, 2012, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 26, 2015.
(7)	Option vests with respect to 25% of the shares subject thereto on March 7, 2013, with 1/48 of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on March 7, 2016.

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