SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Equilon Enterprises LLC (Last) (First) (Middle) ROOM 4552, 910 LOUISIANA ST. (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2010	3. Issuer Name and Ticker or Trading Symbol CODEXIS INC [ CDXS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	(1)	(2)	Common Stock	789,492(3)(4)	0.00	I	See Footnote(5)
Series E Preferred Stock	(1)	(2)	Common Stock	2,389,618(3)(6)	0.00	I	See Footnote(5)
Series F Preferred Stock	(1)	(2)	Common Stock	2,352,940(3)(7)	0.00	I	See Footnote(5)

1. Name and Address of Reporting Person* Equilon Enterprises LLC (Last) (First) (Middle) ROOM 4552, 910 LOUISIANA ST. (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* Royal Dutch Shell plc (Last) (First) (Middle) 30, CAREL VAN BYLANDTLAAN, 2596 HR THE HAGUE (Street) THE NETHERLANDS P7 (City) (State) (Zip)

Explanation of Responses:

1. The shares are immediately convertible.

2. The shares do not have an expiration date.

3. 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).

4. Each share of Series D Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

5. Shares owned directly by Equilon Enterprises LLC dba Shell Oil Products US ("Equilon Enterprises"). Equilon Enterprises is an indirect wholly owned subsidiary of Royal Dutch Shell plc. As a result, Royal Dutch Shell plc may be deemed to be the indirect beneficial owner of all of the securities reported on this Form 3.

6. As of the date hereof, each share of Series E Preferred Stock is convertible into Common Stock on a 1-for-1 basis. Due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series E Preferred Stock, an additional 20,794 shares of Common Stock will be issued to Equilon Enterprises upon the closing of the Issuer's initial public offering at a per share offering price of $13.00 (assuming a closing date of April 27, 2010), when each share of Series E Preferred Stock will automatically convert into Common Stock on a 1.008702-for-1 basis.

7. As of the date hereof, each share of Series F Preferred Stock is convertible into Common Stock on a 1-for-1 basis. Due to the antidilution provisions of the Issuer's certificate of incorporation that apply to the Series F Preferred Stock, an additional 20,475 shares of Common Stock will be issued to Equilon Enterprises upon the closing of the Issuer's initial public offering at a per share offering price of $13.00 (assuming a closing date of April 27, 2010), when each share of Series F Preferred Stock will automatically convert into Common Stock on a 1.008702-for-1 basis.

	/s/ Lynn S. Borgmeier, for Equilon Enterprises LLC as its Secretary	04/21/2010
	/s/ Michiel Brandjes, for Royal Dutch Shell plc as its Company Secretary	04/21/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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