☐

Rule 13d-1(b)

 

 

☒

Rule 13d-1(c)

 

 

☐

Rule 13d-1(d)

 

 

CUSIP No. 192005106

 

13G

Page 2 of 8 Pages

(1)

Names of Reporting Persons

 

Telemark Asset Management, LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

 

Delaware

 

 

Number of

Shares

Beneficially

Owned

by Each

Reporting

Person With

(5)

Sole Voting Power

 

0

(6)

Shared Voting Power

 

3,250,000 shares

(7)

Sole Dispositive Power

 

0

(8)

Shared Dispositive Power

 

See Row 6 above

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

See Row 6 above

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

(11)

Percent of Class Represented by Amount in Row (9)

 

6.72%

(12)

Type of Reporting Person (See Instructions)

 

IA;OO

 

 

CUSIP No. 192005106

 

13G

Page 3 of 8 ages

(1)

Names of Reporting Persons

 

Telemark Fund, LP

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

 

Delaware

 

 

Number of

Shares

Beneficially

Owned

by Each

Reporting

Person With

(5)

Sole Voting Power

 

0

(6)

Shared Voting Power

 

3,250,000 shares

(7)

Sole Dispositive Power

 

0

(8)

Shared Dispositive Power

 

See Row 6 above

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

See Row 6 above

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

(11)

Percent of Class Represented by Amount in Row (9)

 

6.72%

(12)

Type of Reporting Person (See Instructions)

 

PN

Item 1(a).

 

Name of Issuer

 

 

 

 

 

Codexis, Inc.

 

 

 

Item 1(b).

 

Address of Issuer's Principal Executive Offices

 

 

 

 

 

200 Penobscot Drive

Redwood City CA 94063

 

 

 

Item 2(a).

 

Name of Person Filing

 

 

 

 

This Schedule 13G is being jointly filed by Telemark Asset Management, LLC, Telemark Fund LP and Colin McNay (collectively, the "Reporting Persons") with respect to shares of Common Stock of Codexis Inc.  Telemark Asset Management, LLC is the investment adviser of Telemark Fund, LP.  Colin McNay is the President and sole owner of Telemark Asset Management, LLC.

 

 

     

 

 

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement other than the securities actually owned by such person (if any).

 

 

Item 2(b).

 

Address of Principal Business Office or, if None, Residence

 

 

 

 

 

The address of the principal office of each Reporting Person is:

 

 

  

 

 

One International Place, Suite 4620

BOSTON MA 02110

 

 

 

Item 2(c).

 

Citizenship

 

 

 

 

 

Telemark Asset Management, LLC is a Delaware limited liability company and Telemark Fund, LP is a Delaware limited partnership.  Colin McNay is a U.S. citizen.

 

 

 

Item 2(d).

 

Title of Class of Securities

 

 

 

 

 

Common Stock, par value $0.0001 per share

 

 

 

Item 2(e).

 

CUSIP Number

 

 

 

 

 

192005106

 

 

 

Item 3.

 

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

 

 

 

 

(a)

☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

☐

Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)  

☐ 

Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). 

(e) 

☐ 

An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); 

(f) 

☐ 

An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); 

(g) 

☐ 

A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); 

 

 

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

(j)

☐

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

 

(k) 

☐

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

 

 

 

 

 

If filing in accordance with  Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ______

 

 

 

Item 4(a).

 

Amount Beneficially Owned

 

 

 

 

 

Each Reporting Person may be deemed to beneficially own 3,250,000 shares. 

 

 

 

Item 4(b).

 

Percent of Class

 

 

 

 

 

Each Reporting Person may be deemed to beneficially own what constitutes approximately 6.72% of the shares outstanding.

 

 

 

Item 4(c).

 

Number of shares as to which each Reporting Person has:

 

 

 

 

 

(i)

sole power to vote or direct the vote:

 

 

 

 

 

 

 

0 

 

 

 

 

 

 

(ii) 

shared power to vote or direct the vote:

 

 

 

 

 

 

 

3,250,000 shares

 

 

 

 

 

 

(iii) 

sole power to dispose or to direct the disposition:

 

 

 

 

 

 

 

0 

 

 

 

 

 

 

(iv)

shared power to dispose or to direct the disposition:

 

 

 

 

 

 

 

3,250,000 shares 

 

 

 

 

Item 5.

 

Ownership of Five Percent or Less of a Class

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

 

 

Item 6.

 

Ownership of More Than Five Percent on Behalf of Another Person

 

 

 

 

 

Not applicable.

 

 

 

Item 7.

 

The Security Being Reported on By the Parent Holding Company

 

 

 

 

 

Not applicable.

 

 

 

Item 8.

 

Identification and Classification of Members of the Group

 

 

 

 

Not applicable.

 

Item 9.

 

Notice of Dissolution of Group

 

 

 

 

 

Not applicable.

 

Item 10.

 

Certification

 

 

 

Each of the Reporting Persons hereby makes the following certification: 

 

 

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

Dated: November 20, 2017

 

TELEMARK ASSET MANAGEMENT, LLC

 

 

         

 

 

  

 

 

By: 

 

 

Name: 

 

 

Title: 

 

 

By: 

 

Title:

Chief Financial Officer

Description of Exhibit  

    

    

99.1

Joint Filing Agreement