SEC Form 4 · accession 0001365916-17-000080
AMYRIS, INC. · AMRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Doerr
Director
Period of report
Oct 9, 2017
Accepted (ET)
Oct 11, 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 StockF1,F2,F6 | Oct 9, 2017 | C | 4,877,385 | $6.30 | A | 5,746,558 | I | By Foris Ventures, LLC |
| Common Stock | holding | — | — | — | 3,266 | D | ||
| Common StockF7 | holding | — | — | — | 9,648 | I | By Clarus, LLC | |
| Common StockF8 | holding | — | — | — | 248,304 | I | By Kleiner Perkins Caufield & Byers XII, LLC | |
| Common StockF9 | holding | — | — | — | 4,531 | I | By KPCB XII Founders Fund, LLC | |
| Common StockF10 | holding | — | — | — | 567 | 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,F6,F3,F4 | $17.25 | Oct 9, 2017 | C | 30,729 | D | Jul 10, 2017 | — | Common Stock | 1,781,368 | 0 | I |
Explanation of responses
- F1On October 9, 2017, the stated value of the Series B 17.38% Convertible Preferred Stock ("Series B Preferred Stock") held by Foris Ventures, LLC automatically converted to Common Stock at a conversion price of $17.25 per share pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations relating to the Series B Preferred Stock ("Series B Certificate of Designation"). In addition, upon conversion of the Series B Preferred Stock, Foris Ventures, LLC was entitled to receive a payment equal to $1,738 per $1,000 of stated value of Series B Preferred Stock, which the Company elected to pay in the form of Common Stock at a price of $17.25 per share.
- F10The Reporting Person is a Trustee of The Vallejo Ventures Trust U/T/A 2/12/96.
- F2(cont'd) Pursuant to the Series B Certificate of Designation, the automatic conversion of the Series B Preferred Stock held by Foris Ventures, LLC to Common Stock will be held in abeyance to the extent such conversion would cause Foris Ventures, LLC to beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding (as may be increased pursuant to the Series B Certificate of Designation, the "Beneficial Ownership Limitation"), until Foris Ventures, LLC 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.
- F3Reflects a 1-for-15 reverse stock split which became effective on June 5, 2017.
- F4Security automatically converted to Common Stock on October 9, 2017, subject to the Beneficial Ownership Limitation.
- F5The security was purchased in exchange for the cancellation of $30,728,589 of existing indebtedness owed by the Issuer to Foris Ventures, LLC.
- F6The 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.
- F7The 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.
- F8The 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.
- F9The 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.