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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 D Convertible Preferred Stock | $ 4.26 | 08/17/2018 | M | 4,110.589 | 08/03/2017 | (5) | Common Stock | 964,927 (1) | $ 0 | 7,275.3593 | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Series D Convertible Preferred Stock | $ 4.26 | 08/17/2018 | M | 567.628 | 08/03/2017 | (5) | Common Stock | 133,246 (1) | $ 0 | 1,004.6357 | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 4.4 | 08/17/2018 | M | 3,465,693 (4) | 08/03/2017 | 08/03/2022 | Common Stock | 3,465,693 | $ 0 | 1,432,977 | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 4.4 | 08/17/2018 | M | 478,571 (4) | 08/03/2017 | 08/03/2022 | Common Stock | 478,571 | $ 0 | 197,877 | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 0.0001 | 08/17/2018 | D | 0 (6) | 05/23/2018 | 05/23/2023 | Common Stock | (6) | (6) | 0 (6) | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 0.0001 | 08/17/2018 | D | 0 (6) | 05/23/2018 | 05/23/2023 | Common Stock | (6) | (6) | 0 (6) | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 7.52 | 08/17/2018 | A | 4,488,072 | 02/17/2019 | 11/17/2019 | Common Stock | 4,488,072 | (7) | 4,488,072 | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 7.52 | 08/17/2018 | A | 619,749 | 02/17/2019 | 11/17/2019 | Common Stock | 619,749 | (7) | 619,749 | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 4.4 | 08/20/2018 | M | 1,432,977 (4) | 08/03/2017 | 08/03/2022 | Common Stock | 1,432,977 | $ 0 | 0 | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 4.4 | 08/20/2018 | M | 197,877 (4) | 08/03/2017 | 08/03/2022 | Common Stock | 197,877 | $ 0 | 0 | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 7.52 | 08/20/2018 | A | 1,855,706 | 02/20/2019 | 11/20/2019 | Common Stock | 1,855,706 | (7) | 1,855,706 | I | By Vivo Capital Fund VIII, L.P. (2) | |||
| Warrant (Right to Buy) | $ 7.52 | 08/20/2018 | A | 256,251 | 02/20/2019 | 11/20/2019 | Common Stock | 256,251 | (7) | 256,251 | I | By Vivo Capital Surplus Fund VIII, L.P. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kung Frank C/O AMYRIS, INC. 5885 HOLLIS STREET, SUITE 100 EMERYVILLE, CA 94608 |
X | |||
| /s/ Frank Kung 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 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. |
| (2) | The 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. |
| (3) | Reflects 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. |
| (4) | Reflects 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. |
| (5) | The Series D Convertible Preferred Stock has no expiration date. |
| (6) | Reflects 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. |
| (7) | The 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. |