UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SOLAZYME, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
83415T 101
(CUSIP Number)
Daniel H. Miller
The Roda Group
918 Parker Street
Berkeley, California 94710
(510) 649-1900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 13, 2013
(Date of Event, which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The Information required on 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. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XIV LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
2,682,451 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
2,682,451 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,451 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.41% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XV, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
46,626 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
46,626 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,626 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XVII, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
604,682 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
604,682 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,682 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.99% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XVIII, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
1,214,667 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
1,214,667 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,667 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XIX, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
581,850 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
581,850 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,850 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.96% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP INVESTMENT FUND XX, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
303,232 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
303,232 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,232 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.50% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
THE RODA GROUP VENTURE DEVELOPMENT COMPANY, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
20,842 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
20,842 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,842 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
DANIEL H MILLER | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
1,633,007 | ||||
8. | SHARED VOTING POWER
5,492,925 | |||||
9. | SOLE DISPOSITIVE POWER
1,633,007 | |||||
10. | SHARED DISPOSITIVE POWER
5,492,925 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,125,932 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71% | |||||
14. | TYPE OF REPORTING PERSON
OO |
CUSIP No. 83415T 101 |
1. |
NAMES OF REPORTING PERSONS
ROGER A STRAUCH | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
1,730,952 | ||||
8. | SHARED VOTING POWER
6,145,882 | |||||
9. | SOLE DISPOSITIVE POWER
1,730,952 | |||||
10. | SHARED DISPOSITIVE POWER
6,145,882 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,876,474 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.94% | |||||
14. | TYPE OF REPORTING PERSON
OO |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends the statement on Schedule 13D which was originally filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on February 14, 2012 (collectively, the Statement), with respect to the Common Stock, par value $0.001 per share (the Shares), of Solazyme, Inc. This Amendment No. 1 amends the Statement as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement.
Item 5. | Interest in Securities of the Issuer. |
Item 5 shall be amended and restated in its entirety:
(a) As of the date hereof, (i) Roda XIV directly owns 2,682,451 Shares, representing approximately 4.41% of the Shares outstanding, (ii) Roda XV owns 49,626 Shares, representing approximately 0.08% of the Shares outstanding, (iii) Roda XVII owns 604,682 Shares, representing approximately 0.99% of the Shares outstanding, (iv) Roda XVIII owns 1,214,667 Shares, representing approximately 2.00% of Shares outstanding, (v) Roda XIX owns 581,850 Shares, representing approximately 0.96% of the Shares outstanding, (vi) Roda XX owns 303,232 Shares, representing approximately 0.50% of the Shares outstanding, and (vii) Roda VDC owns 20,842 Shares, representing approximately 0.03% of the Shares outstanding (collectively, the Roda Shares).
Daniel H. Miller, in his capacity as managing member, may be deemed to have indirect beneficial ownership of the Roda Shares. In addition, Mr. Miller may be deemed to have direct beneficial ownership of 1,608,007 Shares, representing 2.64% of the Shares outstanding, held by the Daniel H. Miller Revocable Trust. Mr. Miller directly owns 25,000 Shares, representing 0.04% of the Shares outstanding. Mr. Miller also may be deemed to have indirect beneficial ownership of 35,575 Shares, representing 0.06% of the Shares outstanding, held by The Strauch 1994 Grandchildrens Trust II.
Roger Strauch, in his capacity as managing member, may be deemed to have indirect beneficial ownership of the Roda Shares. In addition, Mr. Strauch may be deemed to have direct beneficial ownership of 1,381,817 Shares, representing 2.27% of the Shares outstanding, held by the The Strauch Kulhanjian Family Trust. Mr. Stauch directly owns 348,775 Shares, representing 0.57% of the Shares outstanding. Mr. Strauch may also be deemed to have indirect beneficial ownership of (i) 304,980 Shares, representing 0.50% of the Shares outstanding, held by The Strauch Kulhanjian 2007 Irrevocable Childrens Trust, (ii) 78,516 Shares, representing 0.13% of the Shares outstanding, held by The DCM Educational Trust, (iii) 62,518 Shares, representing 0.10% of the Shares outstanding, held by The Emmeline Maeve McPherson Miller Trust, (iv) 62,518 Shares, representing 0.10% of the Shares outstanding, held by The Cooper Odgen Miller Trust, (v) 60,000 Shares, representing 0.10% of the Shares outstanding, held by The Paul Kulhanjian Strauch 2007 Irrevocable Trust, (vi) 60,000 Shares, representing 0.10% of the Shares outstanding, held by The Nairi Susan Kulhanjian Strauch 2007 Irrevocable Trust, and (vii) 60,000 Shares, representing 0.10% of the Shares outstanding, held by The Alexan Kulhanjian Strauch 2007 Irrevocable Trust.
(b) With respect to the Shares reported herein, each of Roda XIV, Roda XV, Roda XVII, Roda XVIII, Roda XIX, Roda XX and Roda VDC may be deemed to have sole voting and dispositive power to direct the vote and disposition of the Shares, which such Reporting Person may be deemed to beneficially own as set forth above.
With respect to the Shares reported herein, Daniel H. Miller may be deemed to have shared voting and dispositive power to direct the vote and disposition of the Roda Shares. Mr. Miller may be deemed to have sole voting and dispositive power to direct the vote and disposition of the Shares, which such Reporting Person may be deemed to have indirect beneficial ownership as set forth above. Mr. Miller has sole voting and dispositive power to direct the vote and disposition of the Shares that Mr. Miller holds directly.
With respect to the Shares reported herein, Roger A. Strauch may be deemed to have shared voting and dispositive power to direct the vote and disposition of the Roda Shares. Mr. Miller may be deemed to have sole voting and dispositive power to direct the vote and disposition of the Shares, which such Reporting Person may be deemed to have indirect beneficial ownership as set forth above. Mr. Strauch has sole voting and dispositive power to direct the vote and disposition of the Shares that Mr. Strauch holds directly.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Share referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person.
(c) On February 28, 2012, Roda XIV, Roda XV, Roda XVII, Roda XVIII, Roda XIX and Roda XX effected distributions of 670,613, 12,407, 151,170, 303,666, 145,463 and 75,809 Shares, respectively, to their various members. No additional consideration was paid by the members. The members receiving Shares from the distribution included persons affiliated with the Reporting Persons.
On May 18, 2012, Roda XIV, Roda XV, Roda XVII, Roda XVIII, Roda XIX and Roda XX effected distributions of 670,613, 12,407, 151,170, 303,666, 145,463 and 75,809 Shares, respectively, to their various members. No additional consideration was paid by the members. The members receiving Shares from the distribution included persons affiliated with the Reporting Persons.
On June 25, 2012, The Daniel H. Miller Revocable Trust sold 2,500 Shares, 2,500 Shares, 2,500 Shares and 2,000 Shares for $13.49, $13.4311, $13.5221 and $13.40 per Share, respectively, pursuant to an existing 10b5-1 plan in an open-market transaction.
On July 2, 2012, The Daniel H. Miller Revocable Trust sold 2,500 Shares, 2,500 Shares, 2,500 Shares and 2,000 Shares for $13.91, $13.90, $13.91 and $13.90 per Share, respectively, pursuant to an existing 10b5-1 plan in an open-market transaction.
On August 1, 2012, The Daniel H. Miller Revocable Trust sold 9,500 Shares for a weighted average price of $13.6949 per Share pursuant to an existing 10b5-1 plan in an open-market transaction.
On August 28, 2012, Roda XIV, Roda XV, Roda XVII, Roda XVIII, Roda XIX and Roda XX effected distributions of 670,613, 12,407, 151,170, 303,666, 145,463 and 75,809 Shares, respectively, to their various members. No additional consideration was paid by the members. The members receiving Shares from the distribution included persons affiliated with the Reporting Persons.
On September 4, 2012, The Daniel H. Miller Revocable Trust sold 9,166 Shares and 344 Shares for $11.7276 and $12.00 per Share, respectively, pursuant to an existing 10b5-1 plan in an open-market transaction.
On October 1, 2012, The Daniel H. Miller Revocable Trust sold 9,500 Shares for a weighted average price of $11.4138 per Share pursuant to an existing 10b5-1 plan in an open-market transaction.
On November 7, 2012, Roger A. Strauch purchased 5,000 Shares for a weighted average price of $7.5961per Share in an open-market transaction.
On November 29, 2012, The Stauch Kulhanjian Family Trust purchased 11,578 Shares for a weighted average price of $7.4946 per Share in an open-market transaction.
On December 14, 2012, The Daniel H. Miller Revocable Trust sold 19,000 Shares for a price of $9.30 per Share pursuant to an existing 10b5-1 plan in an open-market transaction.
On January 7, 2013, Roda XIV, Roda XV, Roda XVII, Roda XVIII, Roda XIX and Roda XX effected distributions of 670,613, 12,407, 151,170, 303,666, 145,463, and 75,809 Shares, respectively, to their various members. No additional consideration was paid by the members. The members receiving Shares from the distribution included persons affiliated with the Reporting Persons.
On January 25, 2013, The Stauch Kulhanjian Family Trust purchased 5,000 Shares for a weighted average price of $7.4566 per Share in an open-market transaction.
On February 13, 2013, The Daniel H. Miller Revocable Trust sold 19,000 Shares for $9.00 per Share pursuant to an existing 10b5-1 plan in an open-market transaction.
2
(d) Not applicable.
(e) Not applicable.
3
SIGNATURES
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.
Dated: February 25, 2013
THE RODA GROUP INVESTMENT FUND XIV LLC | ||
By: |
/s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP INVESTMENT FUND XV, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP INVESTMENT FUND XVII, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP INVESTMENT FUND XVIII, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP INVESTMENT FUND XIX, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP INVESTMENT FUND XX, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member | |
THE RODA GROUP VENTURE DEVELOPMENT COMPANY, LLC | ||
By: | /s/ Daniel H. Miller | |
Its: | Managing Member |
/s/ Daniel H. Miller |
Daniel H. Miller |
/s/ Roger A. Strauch |
Roger A. Strauch |