Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SHAW ALAN
2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2010
3. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [CDXS]
(Last)
(First)
(Middle)
C/O CODEXIS, INC., 200 PENOBSCOT DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock 47,534 (1)
I
See Footnote (2)
Common Stock 44,132 (1)
I
See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 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
Stock Option (right to buy)   (4) 05/16/2013 Common Stock 333,333 (1) $ 0.6 (1) D  
Stock Option (right to buy)   (4) 07/15/2013 Common Stock 33,333 (1) $ 0.6 (1) D  
Stock Option (right to buy)   (4) 12/11/2013 Common Stock 93,333 (1) $ 0.6 (1) D  
Stock Option (right to buy)   (4) 01/05/2015 Common Stock 53,333 (1) $ 0.9 (1) D  
Stock Option (right to buy)   (4) 01/05/2015 Common Stock 13,333 (1) $ 0.9 (1) D  
Stock Option (right to buy)   (4) 10/18/2015 Common Stock 33,333 (1) $ 1.05 (1) D  
Stock Option (right to buy)   (4) 12/13/2015 Common Stock 46,666 (1) $ 1.05 (1) D  
Stock Option (right to buy)   (5) 01/26/2017 Common Stock 144,750 (1) $ 2.45 (1) D  
Stock Option (right to buy)   (6) 01/26/2017 Common Stock 144,750 (1) $ 2.45 (1) D  
Stock Option (right to buy)   (7) 08/28/2017 Common Stock 225,000 (1) $ 6.71 (1) D  
Stock Option (right to buy)   (8) 10/25/2017 Common Stock 116,000 (1) $ 6.86 (1) D  
Stock Option (right to buy)   (9) 06/02/2019 Common Stock 266,666 (1) $ 7.46 (1) D  
Stock Option (right to buy)   (10) 02/11/2020 Common Stock 266,666 (1) $ 10.92 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAW ALAN
C/O CODEXIS, INC.
200 PENOBSCOT DRIVE
REDWOOD CITY, CA 94063
  X     President and CEO  

Signatures

/s/ Alan Shaw 04/21/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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).
(2) Shares held by Alan Shaw, Trustee of The Alan Shaw 2008 Annuity Trust, dated June 20, 2008.
(3) Shares held by The Shaw Living Trust Agreement, for which the Reporting Person is trustee.
(4) 100% of the shares subject to the option are fully vested and exercisable.
(5) Option vests with respect to 25% of the shares subject thereto on August 23, 2007, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on August 23, 2010.
(6) Option vests with respect to 25% of the shares subject thereto on December 31, 2007, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on December 31, 2010.
(7) Option vests with respect to 25% of the shares subject thereto on August 28, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on August 28, 2011.
(8) Option vests with respect to 25% of the shares subject thereto on October 25, 2008, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on October 25, 2011.
(9) Option vests with respect to 1/24th of the shares subject thereto monthly commencing on January 1, 2011, such that the option will be fully vested and exercisable on January 1, 2013.
(10) Option vests with respect to 100% of the shares subject thereto on January 1, 2015. Upon the completion of the Issuer's initial public offering, the option will vest with respect to 25% of the shares subject thereto on January 1, 2011, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2014.

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