Amyris
AMYRIS, INC. (Form: 3, Received: 09/27/2010 20:31:56)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

DUYK GEOFFREY M

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/27/2010 

3. Issuer Name and Ticker or Trading Symbol

AMYRIS, INC. [AMRS]

(Last)        (First)        (Middle)

C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

FORT WORTH, TX 76102       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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)
No securities are beneficially owned   (1) (2) (3) (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
( 1)  Dr. Duyk is a partner of TPG Growth, LLC, which is an affiliate of TPG Biotechnology Partners II, L.P. ("Partners II"), which, as of the date hereof, directly holds the 2,299,907 shares of Series A Preferred Stock, 401,929 shares of Series B Preferred Stock and 419,687 shares of Series C Preferred Stock (collectively, the "TPG Preferred Stock") of the Issuer. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have no expiration date. (Continued footnote 2).
( 2)  The Issuer expects to complete an initial public offering of common stock on or about [September 30], 2010 (the "IPO"). Upon the closing of the IPO, each outstanding share of Series A Preferred Stock and Series C Preferred Stock will be automatically converted into one share of common stock of the Issuer, par value $0.0001 (the "Common Stock"), and each outstanding share of Series B Preferred Stock will be automatically converted into 1.118 shares of Common Stock (the Common Stock converted from the TPG Preferred Stock, the "TPG Common Stock").
( 3)  As part of the IPO, the Common Stock of the Issuer is expected to be listed on The Nasdaq Global Market under the symbol "AMRS".
( 4)  Dr. Duyk disclaims beneficial ownership of the shares of TPG Preferred Stock and TPG Common Stock that are or may be beneficially owned by Partners II or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Dr. Duyk is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly held by the Partners II or any of its affiliates.

Remarks:
Exhibit List
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUYK GEOFFREY M
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
X



Signatures
/s/ Geoffrey M. Duyk by Tamara Tompkins, Attorney-in-Fact 9/27/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
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Exhibit 24



                                POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Jeryl Hilleman and Tamara Tompkins, each with power to act without the
other, his or her true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as a representative of Amyris, Inc. (the
                "Company"), any and all Forms 3, 4 and 5 reports required to be
                filed by the undersigned in accordance with Section 16(a) of the
                Securities Act of 1934 and the rules and regulations thereunder
                with respect to transactions in Company securities;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Forms 3, 4 and 5 and timely file such forms
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action which, in the opinion of such
                attorney-in-fact, may be of benefit to, in the best interest of,
                or legally required by, the undersigned in connection with the
                foregoing powers.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that any such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each such attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in Company securities, unless earlier
revoked by the undersigned in a signed writing delivered to any of the foregoing
attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2 day of July, 2010.

                                    By:   /s/ Geoff Duyk
                                          -------------------------------------
                                          (signature)

                                    Name: Geoff Duyk
                                          -------------------------------------
                                          (print name)