SEC Form 4 · accession 0001567619-18-001603

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

Frank Kung

Director

Period of report

Aug 17, 2018

Accepted (ET)

Aug 21, 2018 · 9:30 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 Stock^F1,F2	Aug 17, 2018	M	964,927	$4.26	A	3,448,664	I	by Vivo Capital Fund VIII, L.P.
Common Stock^F1,F2	Aug 17, 2018	M	133,246	$4.26	A	476,220	I	by Vivo Capital Surplus Fund VIII, L.P.
Common Stock^F2	Aug 17, 2018	S	2,439,848	$6.2188	D	1,008,816	I	By Vivo Capital Fund VIII, L.P.
Common Stock^F2	Aug 17, 2018	S	336,914	$6.2188	D	139,306	I	By Vivo Capital Surplus Fund VIII, L.P.
Common Stock^F4,F2	Aug 17, 2018	M	3,465,693	$4.40	A	4,474,509	I	By Vivo Capital Fund VIII, L.P.
Common Stock^F4,F2	Aug 17, 2018	M	478,571	$4.40	A	617,877	I	By Vivo Capital Surplus Fund VIII, L.P.
Common Stock^F2	Aug 20, 2018	S	1,008,816	$6.2188	D	3,465,693	I	By Vivo Capital Fund VIII, L.P.
Common Stock^F2	Aug 20, 2018	S	139,306	$6.2188	D	478,571	I	By Vivo Capital Surplus Fund VIII, L.P.
Common Stock^F4,F2	Aug 20, 2018	M	1,432,977	$4.40	A	4,898,670	I	By Vivo Capital Fund VIII, L.P.
Common Stock^F4,F2	Aug 20, 2018	M	197,877	$4.40	A	676,448	I	By Vivo Capital Surplus Fund VIII, L.P.
Common Stock	holding	—	—		—	4,266	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Convertible Preferred Stock^F2,F5,F1	$4.26	Aug 17, 2018	M	4,111	D	Aug 3, 2017	—	Common Stock	964,927	7,275	I
Series D Convertible Preferred Stock^F2,F5,F1	$4.26	Aug 17, 2018	M	568	D	Aug 3, 2017	—	Common Stock	133,246	1,005	I
Warrant (Right to Buy)^F4,F2	$4.40	Aug 17, 2018	M	3,465,693	D	Aug 3, 2017	Aug 3, 2022	Common Stock	3,465,693	1,432,977	I
Warrant (Right to Buy)^F4,F2	$4.40	Aug 17, 2018	M	478,571	D	Aug 3, 2017	Aug 3, 2022	Common Stock	478,571	197,877	I
Warrant (Right to Buy)^F6,F2	$0.0001	Aug 17, 2018	D	0	D	May 23, 2018	May 23, 2023	Common Stock	—	0	I
Warrant (Right to Buy)^F6,F2	$0.0001	Aug 17, 2018	D	0	D	May 23, 2018	May 23, 2023	Common Stock	—	0	I
Warrant (Right to Buy)^F7,F2	$7.52	Aug 17, 2018	A	4,488,072	A	Feb 17, 2019	Nov 17, 2019	Common Stock	4,488,072	4,488,072	I
Warrant (Right to Buy)^F7,F2	$7.52	Aug 17, 2018	A	619,749	A	Feb 17, 2019	Nov 17, 2019	Common Stock	619,749	619,749	I
Warrant (Right to Buy)^F4,F2	$4.40	Aug 20, 2018	M	1,432,977	D	Aug 3, 2017	Aug 3, 2022	Common Stock	1,432,977	0	I
Warrant (Right to Buy)^F4,F2	$4.40	Aug 20, 2018	M	197,877	D	Aug 3, 2017	Aug 3, 2022	Common Stock	197,877	0	I
Warrant (Right to Buy)^F7,F2	$7.52	Aug 20, 2018	A	1,855,706	A	Feb 20, 2019	Nov 20, 2019	Common Stock	1,855,706	1,855,706	I
Warrant (Right to Buy)^F7,F2	$7.52	Aug 20, 2018	A	256,251	A	Feb 20, 2019	Nov 20, 2019	Common Stock	256,251	256,251	I

Explanation of responses

F1Reflects the conversion of shares of the Issuer's Series D Convertible Preferred Stock issued on August 3, 2017. Each share of Series D Convertible Preferred Stock has a stated value of $1,000 and is convertible at any time at the option of the holder into common stock of the Issuer, subject to a 9.99% beneficial ownership limit.
F2The General Partner of the holder is Vivo Capital VIII, LLC, of which the Reporting Person is a voting member. The Reporting Person may be deemed to share voting and dispositive power over these shares with four (4) other voting members. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
F3Reflects the sale of common stock pursuant to that certain Underwriting Agreement, dated August 17, 2018, among the Issuer, Vivo Capital Fund VIII, L.P., Vivo Capital Surplus Fund VIII, L.P., the other selling stockholders party thereto and B. Riley FBR, Inc. as underwriter.
F4Reflects the exercise of common stock purchase warrants (the "Cash Warrants") issued on August 3, 2017. In connection with such exercise, (i) the exercise price of the Cash Warrants was reduced from $6.39 per share to $4.40 per share and (ii) the 9.99% beneficial ownership limit applicable to the Cash Warrants was removed.
F5The Series D Convertible Preferred Stock has no expiration date.
F6Reflects the surrender of common stock purchase warrants issued on August 3, 2017 to provide the holders with full-ratchet anti-dilution protection with respect to the conversion price of their Series D Convertible Preferred Stock (the "Dilution Warrants"), to the Issuer for cancellation pursuant to the Warrant Exercise Agreements (as defined below). At the time of surrender, the Dilution Warrants were not exercisable for any shares.
F7The warrants were issued pursuant to those certain Warrant Exercise Agreements, each dated August 17, 2018, between the Issuer and each of Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (the "Warrant Exercise Agreements") in exchange for such holders exercising their Cash Warrants for cash and surrendering their Dilution Warrants for cancellation.