UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Solazyme, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 83415T101 |
(CUSIP Number)
| December 31, 2011 |
(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).
Page 1 of 6
| CUSIP No. 83415T101 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
Jonathan S. Wolfson | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,078,600(1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
4,078,600(1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,078,600 | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% | |||||
| 12. |
TYPE OF REPORTING PERSON
IN | |||||
| (1) | Includes (i) 175,000 shares of common stock held by EBX IV, L.P., (ii) 3,487,541 shares of common stock held by The Jonathan S. Wolfson Revocable Trust dated August 12, 2010, (iii) 236,265 shares that Mr. Wolfson has the right to acquire pursuant to outstanding options that are fully vested and exercisable within 60 days of December 31, 2011, and (iv) 179,794 shares that Mr. Wolfson has the right to acquire upon the early exercise of stock options that remain subject to further vesting. |
Page 2 of 6
| CUSIP No. 83415T101 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,487,541 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,487,541 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,487,541 | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% | |||||
| 12. |
TYPE OF REPORTING PERSON
OO | |||||
Page 3 of 6
| Item 1(a). | Name of Issuer: |
Solazyme, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
225 Gateway Blvd., S. San Francisco, CA 94080
| Item 2(a). | Name of Person Filing: |
Jonathan S. Wolfson
The Jonathan S. Wolfson Revocable Trust dated August 12, 2010
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o Solazyme, Inc., 225 Gateway Blvd., S. San Francisco, CA 94080
| Item 2(c). | Citizenship: |
| Jonathan S. Wolfson |
United States | |
| The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 |
Not applicable |
| Item 2(d). | Title of Class of Securities: |
Common Stock
| Item 2(e). | CUSIP Number: |
83415T101
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable as this Schedule is filed pursuant to Rule 13d-1(d).
| 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: |
||
| Jonathan S. Wolfson |
4,078,600 | |
| The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 |
3,487,541 | |
| (b) Percent of class: |
||
| Jonathan S. Wolfson |
6.8% | |
| The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 |
5.8% | |
| (c) Number of shares as to which such person has: |
||
| (i) Sole power to vote or to direct the vote: |
||
| Jonathan S. Wolfson |
4,078,600 | |
| The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 |
3,487,541 | |
| (ii) Shared power to vote or to direct the vote: 0 |
||
| (iii) Sole power to dispose or to direct the disposition of: |
||
| Jonathan S. Wolfson |
4,078,600 | |
| The Jonathan S. Wolfson Revocable Trust dated August 12, 2010 |
3,487,541 | |
| (iv) Shared power to dispose or to direct the disposition of: 0 |
||
Page 4 of 6
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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. | Certifications. |
Not applicable.
Page 5 of 6
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.
Date: February 14, 2012
| /S/ JONATHAN S. WOLFSON |
| (Signature) |
| Jonathan S. Wolfson |
| (Name and Title) |
| THE JONATHAN S. WOLFSON REVOCABLE TRUST dated August 12, 2010 |
|
By: /s/ JONATHAN S. WOLFSON |
| (Signature) |
| Jonathan S. Wolfson, Sole Trustee |
| (Name and Title) |
Page 6 of 6