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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 B 17.38% Convertible Preferred Stock | $ 1.15 | 05/11/2017 | P(2) | 30,728.589 | (3) | (4) | Common Stock | 26,720,513 | $ 1,000 (5) | 30,728.589 | I | By Foris Ventures, LLC (10) | |||
| Series C Convertible Preferred Stock | $ 1 | 05/11/2017 | J(1) | 13,037.586 | (3) | (6) | Common Stock | 13,037,586 | $ 1,000 (1) | 13,037.586 | I | By Foris Ventures, LLC (10) | |||
| Warrant (Right to Buy) | $ 0.52 | 05/11/2017 | P(2) | 36,580,382 | (7) | (8) | Common Stock | 36,580,382 | $ 0 | 36,580,382 | I | By Foris Ventures, LLC (10) | |||
| Warrant (Right to Buy) | $ 0.62 | 05/11/2017 | P(2) | 36,580,382 | (7) | (8) | Common Stock | 36,580,382 | $ 0 | 36,580,382 | I | By Foris Ventures, LLC (10) | |||
| Warrant (Right to Buy) | $ 0.0001 | 05/11/2017 | P(2) | 0 (9) | (7) | (8) | Common Stock | (9) | $ 0 | 0 (9) | I | By Foris Ventures, LLC (10) | |||
| 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 | |||
| /s/ L. John Doerr by Stephen Dobson, Attorney-in-Fact | 05/15/2017 | |
| **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) | On May 11, 2017, the Reporting Person exchanged the Common Stock for 13,037.586 shares of Series C Convertible Preferred Stock at a price of $1,000.00 per share of Series C Converitble Preferred Stock (the "Exchange"). The Exchange was made pursuant to a security holder agreement, dated May 8, 2017, between Issuer and Foris Ventures, LLC. |
| (2) | Purchase was made pursuant to that certain Stock Purchase Agreement dated as of May 8, 2017 by and among the Issuer and the purchasers set forth therein, including Foris Ventures, LLC. |
| (3) | Conversion of the security is subject to the approval of the stockholders of the Issuer. |
| (4) | If not earlier converted, security will automatically convert to Common Stock on the 90th day following approval of the stockholders of the Issuer. |
| (5) | The security was purchased in exchange for the cancellation of $30,728,589 of existing indebtedness owed by the Issuer to Foris Ventures, LLC. |
| (6) | Security will automatically convert to Common Stock upon approval of the stockholders of the Issuer. |
| (7) | The exercisability of the warrant is subject to the approval of the stockholders of the Issuer. |
| (8) | Five (5) years from the exercisability of the warrant. |
| (9) | The warrant is exercisable for a number of shares of Common Stock sufficient to provide Foris Ventures, LLC with full-ratchet anti-dilution protection for any issuance by the Issuer of equity or equity-linked securities during the three-year period from May 11, 2017 at a per share price (including any conversion or exercise price, if applicable) less than $0.42 per share, subject to certain exceptions. As of the date of this filing, there are zero (0) shares underlying the warrant. |
| (10) | The Reporting Person indirectly holds all of the membership interests in Foris Ventures, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (11) | 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. |
| (12) | 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. |
| (13) | 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. |
| (14) | The Reporting Person is a Trustee of The Vallejo Ventures Trust U/T/A 2/12/96. |