UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

SCHEDULE 13G
Under the Securities Exchange Act of 1934
__________________


Codexis, Inc.
(Name of Issuer)


Common stock, par value $0.0001 per share
(Title of Class of Securities)


192005106
(CUSIP Number)


November 10, 2017
(Date of Event Which Requires Filing of this Statement)

__________________

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

Rule 13d-1(b)
 
 
Rule 13d-1(c)
 
 
Rule 13d-1(d)

*           The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
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
 
2


 
 
 
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
 
3
 

 
 
CUSIP No. 192005106
 
13G
Page 4 of 8 Pages
(1)
Names of Reporting Persons
 
Colin McNay
(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
 
USA
 
 
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)
 
IN
 
4
 

 
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); 
 
 
5


 
 
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
(ii) 
shared power to vote or direct the vote:
 
 
 
 
 
 
 
3,250,000 shares
 
 
 
 
 
 
(iii) 
sole power to dispose or to direct the disposition:
 
 
 
 
 
 
 
 
 
 
 
 
 
(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
 
6



 
 
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.
 
 
 
 
7



SIGNATURE


After reasonable inquiry and to the best of the signatory's knowledge and belief, the signatory certifies that the information set forth in this statement is true, complete and correct.


Dated: November 20, 2017
 
TELEMARK ASSET MANAGEMENT, LLC
 
 
         
 
 
  
 
 
By: 
/s/ Brian C. Miley                                     
 
 
Name: 
Brian C. Miley
 
 
Title: 
Chief Financial Officer
 
  
 
 
TELEMARK FUND, LP
 
 
         
 
 
 
 
  By:
Telemark Asset Management LLC,
 
   
investment adviser 
 
 
  
 
By: 
/s/ Brian C. Miley                                     
  Name: Brian C. Miley
 
Title:
Chief Financial Officer
 
 
 
By: 
/s/ Colin McNay                                     
  Name: Colin McNay
 
Title:
President and sole owner of
Telemark Asset Management, LLC
 
 
8



EXHIBIT INDEX
 
Exhibit
Description of Exhibit  
    
    
99.1
Joint Filing Agreement
 
 
 
Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Codexis, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of Novemebr 20, 2017.
 

 
TELEMARK ASSET MANAGEMENT, LLC
 
 
         
 
 
  
 
 
By:  /s/ Brian C. Miley                                     
 
 
Name:  Brian C. Miley
 
 
Title:  Chief Financial Officer
 
    
  
    
 
TELEMARK FUND, LP
 
 
  
 
By: 
Telemark Asset Management LLC,
 
 
investment adviser 
 

 
By:  /s/ Brian C. Miley                                     
 
 
Name:  Brian C. Miley
 
 
Title:  Chief Financial Officer
 

 
 
By:  /s/ Colin McNay                                     
 
 
Name:  Colin McNay, in his individual capacity