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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 | ||||||||
| Warrant (Right to Buy) | $ 4.4 | 08/17/2018 | M | 4,877,386 (1) | 07/10/2017 | 07/10/2022 | Common Stock | 4,877,386 | $ 0 | 0 | I | By Foris Ventures, LLC (2) | |||
| Warrant (Right to Buy) | $ 0.0015 | 08/17/2018 | M | 2,106,217 (4) | 07/10/2017 | 07/10/2022 | Common Stock | 2,106,217 | $ 0 | 0 | I | By Foris Ventures, LLC (2) | |||
| Warrant (Right to Buy) | $ 0.0015 | 08/17/2018 | D | 0 (10) | 07/10/2017 | 07/10/2022 | Common Stock | (10) | (10) | 0 (10) | I | By Foris Ventures, LLC (2) | |||
| Warrant (Right to Buy) | $ 7.52 | 08/17/2018 | A | 4,877,386 | 02/17/2019 | 11/17/2019 | Common Stock | 4,877,836 | (11) | 4,877,386 | I | By Foris Ventures, LLC (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOERR L JOHN C/O AMYRIS, INC. 5885 HOLLIS STREET, SUITE 100 EMERYVILLE, CA 94608 |
X | X | ||
| /s/ L. John Doerr by Stephen Dobson, Attorney-In-Fact | 08/21/2018 | |
| **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 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. |
| (2) | The 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. |
| (3) | Reflects 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. |
| (4) | Reflects 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. |
| (5) | Pursuant 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. |
| (6) | The 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. |
| (7) | The 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. |
| (8) | The 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. |
| (9) | The Reporting Person is a Trustee of The Vallejo Ventures Trust U/T/A 2/12/96. |
| (10) | After 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. |
| (11) | The 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. |