SEC Form 4 · accession 0001567619-18-001602

AMYRIS, INC. · AMRS

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

L John Doerr

Director · 10% Owner

Period of report

Aug 17, 2018

Accepted (ET)

Aug 21, 2018 · 9:29 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 Stock^F1,F2	Aug 17, 2018	M	4,877,386	$4.40	A	10,623,944	I	By Foris Ventures, LLC
Common Stock^F2	Aug 17, 2018	S	4,877,386	$6.2188	D	5,746,558	I	By Foris Ventures, LLC
Common Stock^F4,F5,F2	Aug 17, 2018	M	2,106,217	$0.0015	A	7,852,775	I	By Foris Ventures, LLC
Common Stock	holding	—	—		—	5,532	D
Common Stock^F6	holding	—	—		—	9,648	I	By Clarus, LLC
Common Stock^F7	holding	—	—		—	248,304	I	By Kleiner Perkins Caufield & Byers XII, LLC
Common Stock^F8	holding	—	—		—	4,531	I	By KPCB XII Founders Fund, LLC
Common Stock^F9	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
Warrant (Right to Buy)^F1,F2	$4.40	Aug 17, 2018	M	4,877,386	D	Jul 10, 2017	Jul 10, 2022	Common Stock	4,877,386	0	I
Warrant (Right to Buy)^F4,F2	$0.0015	Aug 17, 2018	M	2,106,217	D	Jul 10, 2017	Jul 10, 2022	Common Stock	2,106,217	0	I
Warrant (Right to Buy)^F10,F2	$0.0015	Aug 17, 2018	D	0	D	Jul 10, 2017	Jul 10, 2022	Common Stock	—	0	I
Warrant (Right to Buy)^F11,F2	$7.52	Aug 17, 2018	A	4,877,386	A	Feb 17, 2019	Nov 17, 2019	Common Stock	4,877,836	4,877,386	I

Explanation of responses

F1Reflects the exercise of a common stock purchase warrant (the "Cash Warrant") issued to Foris Ventures, LLC ("Foris") on May 11, 2017. The exercise price of and number of shares underlying the Cash Warrant reflect (i) a 1-for-15 reverse stock split which became effective on June 5, 2017 and (ii) certain adjustments to the exercise price pursuant to the anti-dilution provisions of the Cash Warrant. In connection with such exercise, the 9.99% beneficial ownership limit applicable to the Cash Warrant was removed.
F10After being exercised in full, the Dilution Warrant was surrendered to the Issuer for cancellation pursuant to the Warrant Exercise Agreement (as defined below). At the time of surrender, the Dilution Warrant was not exercisable for any shares.
F11The warrant was issued pursuant to that certain Warrant Exercise Agreement, dated August 17, 2018, between the Issuer and Foris (the "Warrant Exercise Agreement") in exchange for Foris exercising the Cash Warrant for cash and surrendering the Dilution Warrant for cancellation.
F2The Reporting Person indirectly holds all of the membership interests in Foris. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F3Reflects the sale of common stock issuable upon exercise of the Cash Warrant pursuant to that certain Underwriting Agreement, dated August 17, 2018, among the Issuer, Foris, the other selling stockholders party thereto and B. Riley FBR, Inc. as underwriter.
F4Reflects the exercise of a common stock purchase warrant (the "Dilution Warrant") issued to Foris on May 11, 2017 to provide Foris with full-ratchet anti-dilution protection with respect to the conversion price of its Series B Preferred Stock (as defined below). The exercise price of and number of shares underlying the Dilution Warrant reflect (i) a 1-for-15 reverse stock split which became effective on June 5, 2017 and (ii) certain adjustments to the number of shares pursuant to the anti-dilution provisions of the Dilution Warrant. In connection with such exercise, the 9.99% beneficial ownership limit applicable to the Dilution Warrant was removed.
F5Pursuant to the Certificate of Designation for the Issuer's Series B 17.38% Convertible Preferred Stock ("Series B Preferred Stock"), the automatic conversion of the Series B Preferred Stock held by Foris to common stock is being held in abeyance to the extent such conversion would result in Foris beneficially owning in excess of 9.99% of the number of shares of common stock outstanding.
F6The 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.
F7The 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.
F8The 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.
F9The Reporting Person is a Trustee of The Vallejo Ventures Trust U/T/A 2/12/96.