SEC Form 4 · accession 0001365916-17-000024
AMYRIS, INC. · AMRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Doerr
Director
Period of report
May 11, 2017
Accepted (ET)
May 15, 2017 · 7:30 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 StockF10 | May 11, 2017 | J | 13,037,586 | $1.00 | D | 0 | I | By Foris Ventures, LLC |
| Common Stock | holding | — | — | — | 32,000 | D | ||
| Common StockF11 | holding | — | — | — | 144,707 | I | By Clarus, LLC | |
| Common StockF12 | holding | — | — | — | 3,724,558 | I | By Kleiner Perkins Caufield & Byers XII, LLC | |
| Common StockF13 | holding | — | — | — | 67,952 | I | By KPCB XII Founders Fund, LLC | |
| Common StockF14 | holding | — | — | — | 8,503 | I | By The Vallejo Ventures Trust U/T/A 2/12/96 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B 17.38% Convertible Preferred StockF5,F10,F3,F4 | $1.15 | May 11, 2017 | P | 30,729 | A | — | — | Common Stock | 26,720,513 | 30,729 | I |
| Series C Convertible Preferred StockF1,F10,F3,F6 | $1.00 | May 11, 2017 | J | 13,038 | A | — | — | Common Stock | 13,037,586 | 13,038 | I |
| Warrant (Right to Buy)F10,F7,F8 | $0.52 | May 11, 2017 | P | 36,580,382 | A | — | — | Common Stock | 36,580,382 | 36,580,382 | I |
| Warrant (Right to Buy)F10,F7,F8 | $0.62 | May 11, 2017 | P | 36,580,382 | A | — | — | Common Stock | 36,580,382 | 36,580,382 | I |
| Warrant (Right to Buy)F9,F10,F7,F8 | $0.0001 | May 11, 2017 | P | 0 | A | — | — | Common Stock | — | 0 | I |
Explanation of responses
- F1On May 11, 2017, the Reporting Person exchanged the Common Stock for 13,037.586 shares of Series C Convertible Preferred Stock at a price of $1,000.00 per share of Series C Converitble Preferred Stock (the "Exchange"). The Exchange was made pursuant to a security holder agreement, dated May 8, 2017, between Issuer and Foris Ventures, LLC.
- F10The Reporting Person indirectly holds all of the membership interests in Foris Ventures, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F11The Reporting Person is the manager of Clarus, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares.
- F12The Managing Member of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which the Reporting Person is the managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares.
- F13The Managing Member of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which the Reporting Person is the managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares.
- F14The Reporting Person is a Trustee of The Vallejo Ventures Trust U/T/A 2/12/96.
- F2Purchase was made pursuant to that certain Stock Purchase Agreement dated as of May 8, 2017 by and among the Issuer and the purchasers set forth therein, including Foris Ventures, LLC.
- F3Conversion of the security is subject to the approval of the stockholders of the Issuer.
- F4If not earlier converted, security will automatically convert to Common Stock on the 90th day following approval of the stockholders of the Issuer.
- F5The security was purchased in exchange for the cancellation of $30,728,589 of existing indebtedness owed by the Issuer to Foris Ventures, LLC.
- F6Security will automatically convert to Common Stock upon approval of the stockholders of the Issuer.
- F7The exercisability of the warrant is subject to the approval of the stockholders of the Issuer.
- F8Five (5) years from the exercisability of the warrant.
- F9The warrant is exercisable for a number of shares of Common Stock sufficient to provide Foris Ventures, LLC with full-ratchet anti-dilution protection for any issuance by the Issuer of equity or equity-linked securities during the three-year period from May 11, 2017 at a per share price (including any conversion or exercise price, if applicable) less than $0.42 per share, subject to certain exceptions. As of the date of this filing, there are zero (0) shares underlying the warrant.