SEC Form 3 · accession 0000899243-18-023315
AMYRIS, INC. · AMRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Foris Ventures, LLC
10% Owner
Barbara Hager
10% Owner
Vallejo Ventures Trust UTA 21296
10% Owner
Ann Howland Doerr
10% Owner
Period of report
Aug 17, 2018
Accepted (ET)
Aug 27, 2018 · 5:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001365916
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 7,852,775 | I | By Foris Ventures, LLC | |
| Common StockF3 | holding | — | — | — | 567 | I | By The Vallejo Ventures Trust U/T/A 2/12/96 | |
| Common StockF4 | holding | — | — | — | 5,532 | I | By L. John Doerr |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.50% Convertible Senior Notes due 2019F2,F5 | — | holding | — | — | — | — | May 15, 2019 | Common Stock | 89,037 | — | I |
| Warrant (Right to Buy)F2,F6 | $0.15 | holding | — | — | — | — | — | Common Stock | 64,103 | — | I |
| Warrant (Right to Buy)F2,F7 | $0.15 | holding | — | — | — | — | — | Common Stock | 152,381 | — | I |
| Warrant (Right to Buy)F2,F8 | $7.52 | holding | — | — | — | — | — | Common Stock | 4,877,386 | — | I |
| Stock Option (Right to Buy)F4 | $6.96 | holding | — | — | — | Aug 1, 2019 | Aug 1, 2028 | Common Stock | 3,466 | — | I |
| Stock Option (Right to Buy)F4 | $3.93 | holding | — | — | — | Aug 2, 2018 | Aug 2, 2027 | Common Stock | 1,733 | — | I |
| Stock Option (Right to Buy)F4 | $6.08 | holding | — | — | — | Jul 13, 2017 | Jul 13, 2026 | Common Stock | 1,733 | — | I |
| Stock Option (Right to Buy)F4 | $25.35 | holding | — | — | — | Aug 11, 2016 | Jul 13, 2026 | Common Stock | 400 | — | I |
| Stock Option (Right to Buy)F4 | $57.90 | holding | — | — | — | Aug 7, 2015 | Aug 6, 2024 | Common Stock | 400 | — | I |
| Stock Option (Right to Buy)F4 | $41.40 | holding | — | — | — | Aug 8, 2014 | Aug 1, 2023 | Common Stock | 400 | — | I |
| Stock Option (Right to Buy)F4 | $53.25 | holding | — | — | — | Aug 9, 2013 | Jul 19, 2022 | Common Stock | 400 | — | I |
| Stock Option (Right to Buy)F4 | $367.50 | holding | — | — | — | Aug 7, 2012 | Jul 19, 2021 | Common Stock | 400 | — | I |
| Stock Option (Right to Buy)F4 | $452.55 | holding | — | — | — | Jun 15, 2011 | Mar 15, 2021 | Common Stock | 1,333 | — | I |
Explanation of responses
- F1Includes 1,012,071 shares of Common Stock issuable to Foris Ventures, LLC ("Foris") following the October 9, 2017 automatic conversion of the Company's Series B 17.38% Convertible Preferred Stock ("Series B Preferred Stock") into Common Stock. Pursuant to the Series B Certificate of Designation, the automatic conversion of the Series B Preferred Stock held by Foris to Common Stock will be held in abeyance to the extent such conversion would cause Foris to beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding (the "Beneficial Ownership Limitation"), until Foris is able to receive such shares without exceeding the Beneficial Ownership Limitation, but all rights under the Series B Certificate of Designation shall cease to apply, other than the right to convert.
- F2The Vallejo Ventures Trust U/T/A 2/12/96 ("VVT") is the member of Foris. L. John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is the special trustee of VVT and manager of Foris. By virtue of these relationships, each of VVT, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by Foris. Each of VVT, Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by Foris except to the extent of her or its pecuniary interest therein, if any.
- F3L. John Doerr and Ann Doerr are the trustees of VVT. Barbara Hager is the special trustee of VVT and manager of Foris. By virtue of these relationships, Ann Doerr and Barbara Hager may be deemed to have the power to vote and dispose of shares held by VVT. Each of Ann Doerr and Barbara Hager disclaims beneficial ownership of the shares held by VVT except to the extent of her pecuniary interest therein, if any.
- F4L. John Doerr is the husband of Ann Doerr.
- F5The 6.50% Convertible Senior Note due 2019 held by Foris (the "Foris 6.50% Note due 2019") is convertible into shares of the Company's Common Stock at a conversion rate of 17.8073 shares per $1,000 in principal (which conversion rate is subject to adjustment in certain circumstances), representing an effective conversion price of approximately $56.16 per share. The principal amount of the Foris 6.50% Note due 2019 is $5,000,000.
- F6The exercisability of the warrant was subject to the approval of the stockholders of the Issuer, which was obtained on September 17, 2015. The warrant expires on July 29, 2020.
- F7The exercisability of the warrant was subject to the approval of the stockholders of the Issuer, which was obtained on May 17, 2016. The warrant expires on February 12, 2021.
- F8The warrant is exercisable beginning on February 17, 2019 (the "Initial Exercise Date"), the six month anniversary of the issuance of the warrant. The warrant expires on the fifteen month anniversary of the Initial Exercise Date.