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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 | ||||||||
| Tranche I Senior Convertible Note ("Tranche I Note") | $ 2.44 | 07/29/2015 | J(3) | 41,984,090 (3) | (3) | (3) | Common Stock | 18,253,952 (3) | $ 0 | 0 | D | ||||
| Tranche II Senior Convertible Note ("Tranche II Note") | $ 2.87 | 07/29/2015 | J(4) | 28,995,368 (4) | (4) | (4) | Common Stock | 12,606,681 (4) | $ 0 | 0 | D | ||||
| Warrant ("2015 Warrant") | $ 0.01 | 07/29/2015 | P(5) | 14,677,861 | (5) | 07/29/2025 | Common Stock | 14,677,861 | $ 0 | 14,677,861 | D | ||||
| Warrant ("Equity Finding Warrant") | $ 0.01 | 07/29/2015 | P(6) | 0 (6) | (6) | 07/29/2025 | Common Stock | (6) | $ 0 | 0 (6) | D | ||||
| Warrant ("R&D Warrant") | $ 0.01 | 07/29/2015 | P(7) | 880,339 (7) | (7) | 07/29/2025 | Common Stock | (7) | $ 0 | 880,339 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Maxwell (Mauritius) Pte Ltd C/O IMM, LES CASCADES EDITH CAVELL STREET PORT LOUIS, O4 |
X | |||
| Cairnhill Investments (Mauritius) Pte Ltd C/O IMM, LES CASCADES EDITH CAVELL STREET PORT LOUIS, O4 |
X | |||
| Temasek Holdings (Private) Ltd 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD U0 238891 |
X | |||
| Fullerton Management Pte Ltd 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD U0 238891 |
X | |||
| /s/ Rooksana Shahabally, Director, on behalf of Maxwell (Mauritius) Pte Ltd | 07/30/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Choo Soo Shen Christina, Authorized Signatory, on behalf of Temasek Holdings (Private) Limited | 07/30/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Cheong Kok Tim, Director, on behalf of Fullerton Management Pte Ltd | 07/30/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Rooksana Shahabally, Director, on behalf of Cairnhill Investments (Mauritius) Pte Ltd | 07/30/2015 | |
| **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 July 29, 2015, the Reporting Persons exchanged the Tranche I Note and the Tranche II Note for 30,860,633 shares of common stock at a price of $2.30 per share (the "Exchange"). The Transaction was made pursuant to an Exchange Agreement between Maxwell (Mauritius) Pte Ltd. Amyris Inc. ("Amyris") and Total Energies Nouvelles Activites USA ("Total"). |
| (2) | Maxwell (Mauritius) Pte Ltd directly owns 41,214,111 shares of Common Stock. Maxwell (Mauritius) Pte Ltd is wholly-owned by Cairnhill Investments (Mauritius) Pte Ltd., which in turn is wholly-owned by Fullerton Management Pte Ltd, which in turn is wholly-owned by Temasek Holdings (Private) Limited. Therefore, each of Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd and Cairnhill Investments (Mauritius) Pte Ltd. may be deemed to beneficially own the shares of Common Stock directly owned by Maxwell (Mauritius) Pte Ltd. |
| (3) | The Reporting Persons exchanged the Tranche I Note, which had a principal balance of $35,000,000 and $6,984,090 of principal attributable to paid-in-kind interest for 18,253,952 shares Common Stock at a price of $2.30 per share. At the time of Exchange, the Tranche I Note was convertible into shares of Common Stock at a conversion price of $2.44. The Final Maturity Date of the Tranche I Note was October 16, 2018. The Tranche I Note was cancelled upon exchange by the Reporting Persons. |
| (4) | The Reporting Persons exchanged the Tranche II Note, which had a principal balance of $27,536,427 and $1,458,941 of principal attributable to paid-in-kind interest for 12,606,681 shares of common stock at a price of $2.30 per share. At the time of Exchange, the Tranche II Note was convertible into shares of Common Stock at a conversion price of $2.87. The Final Maturity Date of the Tranche II Note was January 15, 2019. The Tranche II Note was cancelled upon exchange by the Reporting Persons. |
| (5) | The 2015 Warrant was issued in connection with the Exchange. The exercisability of the 2015 Warrant is subject to the approval of the stockholders of Amyris, Inc. Once such approval is obtained, the 2015 Warrant will be exercisable for 14,677,861 shares of Common Stock at an exercise price of $0.01 per share. |
| (6) | The Equity Funding Warrant was issued in connection with the Exchange. The exercisability of the Equity Funding Warrant is subject to the approval of the stockholders of Amyris, Inc. and the closing of an equity offering by Amyris Inc. in the next six months at a price lower than $2.30 per share.Once such approval is obtained, the Equity Funding Warrant will be exercisable at an exercise price of $0.01 per share for a number of shares of Common Stock necessary to prevent the dilution of the beneficial ownership of the Reporting Persons that may result from an equity issuance by Amyris Inc. in the next six months at a price lower than $2.30 per share. As of the date of this filing, there are 0 shares underlying the Equity Funding Warrant. |
| (7) | The R&D Warrant was issued in connection with the Exchange. The exercisability of the R&D Warrant is subject to the approval of the stockholders of Amyris, Inc and the exercise of a warrant issued to Total. Once such approval is obtained and Total exercises its R&D warrant, the R&D Warrant will be exercisable for up to 880,339 shares of Common Stock at an exercise price of $0.01 per share, assuming Total exercises its R&D warrant in full. |