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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 04/27/2010 | C | 4,040,404 (1) (2) | (2) | (5) | Common Stock | 4,040,404 (1) (2) | $ 0 | 0 | D | ||||
Series B Preferred Stock | (3) | 04/27/2010 | C | 1,080,146 (1) (3) | (3) | (5) | Common Stock | 1,080,146 (1) (3) | $ 0 | 0 | D | ||||
Series D Preferred Stock | (4) | 04/27/2010 | C | 169,892 (1) (4) | (4) | (5) | Common Stock | 169,892 (1) (4) | $ 0 | 0 | D | ||||
Warrant to Purchase Series D Preferred Stock | $ 5.96 (1) (6) | 04/27/2010 | J | 30,816 (1) (6) | (7) | 05/25/2013 | Series D Preferred Stock | 30,816 (1) | $ 0 | 0 | D | ||||
Warrant to Purchase Common Stock | $ 5.96 (1) (6) | 04/27/2010 | J | 30,816 (1) (6) | (7) | 05/25/2013 | Common Stock | 30,816 (1) | $ 0 | 30,816 (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAXYGEN INC 515 GALVESTON DRIVE REDWOOD CITY, CA 94063 |
X |
/s/ James R. Sulat, for Maxygen Inc. as its Chief Executive Officer | 04/29/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reflects a 2-for-3 reverse stock split of the Issuer's outstanding securities effected immediately prior to the effectiveness of the Issuer's S-1 Registration Statement (Commission File No. 333-164044). |
(2) | Each share of Series A Preferred Stock automatically converted into Common Stock on a 1.010101-for-1 basis upon the closing of the Issuer's initial public offering. |
(3) | Each share of Series B Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. |
(4) | Each share of Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. |
(5) | The expiration date is not relevant to the conversion of these securities. |
(6) | Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series D Preferred Stock automatically converted into a warrant to purchase an equal number of shares of the Issuer's Common Stock. Disposition of Warrant to Series D Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security. |
(7) | This warrant is immediately exercisable. |