Amendment No. 1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AfpdIJNtI4dQ/QcW1xkxJ91GITz1Kjo3J1JaGzpPamXPBG/skmiYm/AVKFGXga0v i/622TxW0YXng8ZA0xGCvw== 0001193125-06-028197.txt : 20060213 0001193125-06-028197.hdr.sgml : 20060213 20060213114241 ACCESSION NUMBER: 0001193125-06-028197 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: RUSSELL J. HOWARD, TRUSTEE OF THE RUSSELL J. HOWARD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RUSSELL J CENTRAL INDEX KEY: 0001180764 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 515 GALVESTON DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXYGEN INC CENTRAL INDEX KEY: 0001068796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770449487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57999 FILM NUMBER: 06601603 BUSINESS ADDRESS: STREET 1: 515 GALVESTON DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502985300 MAIL ADDRESS: STREET 1: 515 GALVESTON DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)¹

Maxygen, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

577776107

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

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

¨	Rule 13d-1(b)

¨	Rule 13d-1(c)

x	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).

Potential persons who are to 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.


CUSIP No. 577776107		Page 2 of 6 Pages


1.		NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Russell J. Howard
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Australia

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. SOLE VOTING POWER

1,929,219²

6. SHARED VOTING POWER

Nil

7. SOLE DISPOSITIVE POWER

1,929,219²

8. SHARED DISPOSITIVE POWER

Nil


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,219²
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2%
12.	TYPE OF REPORTING PERSON (See Instructions) IN

²	Includes 560,729 shares held by the Russell J. Howard & Maureen C. Howard Trust, of which Dr. Howard is a trustee and 3,433 shares held by the Maxygen 401(k) Plan. Also includes 1,358,374 shares that are subject to options that are exercisable within 60 days of December 31, 2005.


CUSIP No. 577776107		Page 3 of 6 Pages


1.		NAME OF REPORTING PERSONS IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Russell J. Howard, Trustee of the Russell J. Howard & Maureen C. Howard Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION California

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. SOLE VOTING POWER

560,729

6. SHARED VOTING POWER

Nil

7. SOLE DISPOSITIVE POWER

560,729

8. SHARED DISPOSITIVE POWER

Nil


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,729
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6%
12.	TYPE OF REPORTING PERSON (See Instructions) 00


CUSIP No. 577776107		Page 4 of 6 Pages

Item 1

(a).

Name of Issuer

Maxygen, Inc.

Item 1

(b).

Address of Issuers’ Principal Executive Offices

515 Galveston Drive

Redwood City, California 94063

Item 2

(a).

Name of Persons Filing

I. Russell J. Howard

II. Russell J. Howard, Trustee of the Russell J. Howard & Maureen C. Howard Trust (“Trust”)

Item 2

(b).

Address of Principal Business Office

515 Galveston Drive

Redwood City, California 94063

Item 2

(c).

Citizenship

Russell J. Howard Australia

Trust California

Item 2

(d).

Title of Class of Securities

Common Stock, par value $0.0001

Item 2

(e).

CUSIP Number

577776107

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 2(c), check whether the person filing is a:

Not Applicable


CUSIP No. 577776107		Page 5 of 6 Pages

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned:

Russell J. Howard

1,929,219³

Trust

560,729

(b)

Percent of Class:

Russell J. Howard

5.2%

Trust

1.6%

(c)

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Russell J. Howard

1,929,219³

Trust

560,729

Shares power to vote or to direct the vote:

Russell J. Howard

Nil

Trust

Nil

Sole power to dispose or to direct the disposition of:

Russell J. Howard

1,929,219³

Trust

560,729

Shares power to dispose or to direct the disposition of:

Russell J. Howard

Nil

Trust

Nil

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

Beneficiaries of the Russell J. Howard & Maureen C. Howard Trust have the right to receive the proceeds from the sale of 560,729 shares held by such trust, in accordance with the trust documents.

Item 7.

Identification and Classification of the Subsidiary Which Acquired 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

Not Applicable.

³	Includes 560,729 shares held by the Russell J. Howard & Maureen C. Howard Trust, of which Dr. Howard is a trustee and 3,433 shares held by the Maxygen 401(k) Plan. Also includes 1,358,374 shares that are subject to options that are exercisable within 60 days of December 31, 2005.


CUSIP No. 577776107		Page 6 of 6 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


February 13, 2006	/s/ Russell J. Howard
	Russell J. Howard

	RUSSELL J. HOWARD, TRUSTEE OF THE RUSSELL J. HOWARD & MAUREEN C. HOWARD TRUST

	By:	/s/ Russell J. Howard
		Russell J. Howard, Trustee

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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