SEC Form 4 · accession 0000899243-15-001919

AMYRIS, INC. · AMRS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On July 29, 2015, the Reporting Persons exchanged the Tranche I Note and the Tranche II Note for 30,860,633 shares of common stock at a price of $2.30 per share (the "Exchange"). The Transaction was made pursuant to an Exchange Agreement between Maxwell (Mauritius) Pte Ltd. Amyris Inc. ("Amyris") and Total Energies Nouvelles Activites USA ("Total").
• F2Maxwell (Mauritius) Pte Ltd directly owns 41,214,111 shares of Common Stock. Maxwell (Mauritius) Pte Ltd is wholly-owned by Cairnhill Investments (Mauritius) Pte Ltd., which in turn is wholly-owned by Fullerton Management Pte Ltd, which in turn is wholly-owned by Temasek Holdings (Private) Limited. Therefore, each of Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Cairnhill Investments (Mauritius) Pte Ltd. may be deemed to beneficially own the shares of Common Stock directly owned by Maxwell (Mauritius) Pte Ltd.
• F3The Reporting Persons exchanged the Tranche I Note, which had a principal balance of $35,000,000 and $6,984,090 of principal attributable to paid-in-kind interest for 18,253,952 shares Common Stock at a price of $2.30 per share. At the time of Exchange, the Tranche I Note was convertible into shares of Common Stock at a conversion price of $2.44. The Final Maturity Date of the Tranche I Note was October 16, 2018. The Tranche I Note was cancelled upon exchange by the Reporting Persons.
• F4The Reporting Persons exchanged the Tranche II Note, which had a principal balance of $27,536,427 and $1,458,941 of principal attributable to paid-in-kind interest for 12,606,681 shares of common stock at a price of $2.30 per share. At the time of Exchange, the Tranche II Note was convertible into shares of Common Stock at a conversion price of $2.87. The Final Maturity Date of the Tranche II Note was January 15, 2019. The Tranche II Note was cancelled upon exchange by the Reporting Persons.
• F5The 2015 Warrant was issued in connection with the Exchange. The exercisability of the 2015 Warrant is subject to the approval of the stockholders of Amyris, Inc. Once such approval is obtained, the 2015 Warrant will be exercisable for 14,677,861 shares of Common Stock at an exercise price of $0.01 per share.
• F6The Equity Funding Warrant was issued in connection with the Exchange. The exercisability of the Equity Funding Warrant is subject to the approval of the stockholders of Amyris, Inc. and the closing of an equity offering by Amyris Inc. in the next six months at a price lower than $2.30 per share.Once such approval is obtained, the Equity Funding Warrant will be exercisable at an exercise price of $0.01 per share for a number of shares of Common Stock necessary to prevent the dilution of the beneficial ownership of the Reporting Persons that may result from an equity issuance by Amyris Inc. in the next six months at a price lower than $2.30 per share. As of the date of this filing, there are 0 shares underlying the Equity Funding Warrant.
• F7The R&D Warrant was issued in connection with the Exchange. The exercisability of the R&D Warrant is subject to the approval of the stockholders of Amyris, Inc and the exercise of a warrant issued to Total. Once such approval is obtained and Total exercises its R&D warrant, the R&D Warrant will be exercisable for up to 880,339 shares of Common Stock at an exercise price of $0.01 per share, assuming Total exercises its R&D warrant in full.