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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 (the | $ 2.44 | 10/16/2013 | P(2) | $ 35,000,000 (2) | (3) | (3) | Common Stock | $ 35,000,000 (5) | $ 35,000,000 | $ 35,000,000 | D | ||||
Warrant | $ 0.01 | 10/16/2013 | P(4) | 1,000,000 | (4) | 10/16/2023 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | 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 | |||
TEMASEK HOLDINGS (PRIVATE) LTD 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD U0 238891 |
X | |||
Cairnhill Investments (Mauritius) Pte Ltd C/O IMM, LES CASCADES EDITH CAVELL STREET PORT LOUIS, O4 |
X |
/s/ Ashraf Ramtoola, Director, on behalf of Maxwell (Mauritius) Pte Ltd | 10/18/2013 | |
**Signature of Reporting Person | Date | |
/s/ Eu Jin Chua, Authorized Signatory, on behalf of Temasek Holdings (Private) Limited | 10/18/2013 | |
**Signature of Reporting Person | Date | |
/s/ Lena Chia Yue Joo, Director, on behalf of Fullerton Management Pte Ltd | 10/18/2013 | |
**Signature of Reporting Person | Date | |
/s/ Weng Chuen Poy, Director, on behalf of Cairnhill Investments (Mauritius) Pte Ltd | 10/18/2013 | |
**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) | Maxwell (Mauritius) Pte Ltd directly owns 10,353,478 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. |
(2) | The Note was purchased in connection with a private placement offering of convertible notes. The face value of the Note on the date of issuance was $35,000,000. On the date of issuance, the Note had accrued $192,500 in interest that will be added to the face amount on the six month anniversary of the date of issuance together with any other interest accrued thereunder. |
(3) | The Note is convertible into common stock at the option of the holder (i) at any time after February 8, 2015, (ii) on a change of control of Amyris, Inc. (as defined in the Note), and (iii) upon the occurrence of an event of default. The Final Maturity Date as defined in the Note is October 16, 2018. |
(4) | The Warrant was issued in connection with the Note and is exercisable only if Total Energies Nouvelles Activites USA (f.k.a. Total Gas & Power USA, SAS) converts existing promissory notes with a certain per share conversion price into common stock. |
(5) | The face value of the Note on the date of issuance was $35,000,000. The Note provides that interest for the first 30 months shall be payable in kind and added to principal every six months and thereafter, Amyris, Inc. may continue to pay interest in kind by adding to principal every six months or may elect to pay interest in cash. |