UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)
Amyris, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
03236M101
(CUSIP Number)
Choo Soo Shen Christina
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Copy to:
Michael W. Sturrock, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Singapore 048619
Telephone: (65) 6536 1161
Facsimile: (65) 6536 1171
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 11, 2017
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒
The information required on this cover page shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1 | NAMES OF REPORTING PERSONS:
Temasek Holdings (Private) Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
68,887,627* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
68,887,627* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,887,627* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.8%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 15, 2017 and based on 316,435,207 shares of Common Stock, which is the sum of the (a) 297,086,351 shares of Common Stock outstanding on April 30, 2017, as set forth in the Issuers Form 10-Q (File No. 001-34885) for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 15, 2017 and (b) 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Fullerton Management Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
68,887,627* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
68,887,627* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,887,627* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.8%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 15, 2017 and based on 316,435,207 shares of Common Stock, which is the sum of the (a) 297,086,351 shares of Common Stock outstanding on April 30, 2017, as set forth in the Issuers Form 10-Q (File No. 001-34885) for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 15, 2017 and (b) 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Cairnhill Investments (Mauritius) Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
Not applicable. | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
68,887,627* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
68,887,627* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,887,627* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.8%** | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | See Item 5 of this statement on Schedule 13D. Includes 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 15, 2017 and based on 316,435,207 shares of Common Stock, which is the sum of the (a) 297,086,351 shares of Common Stock outstanding on April 30, 2017, as set forth in the Issuers Form 10-Q (File No. 001-34885) for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 15, 2017 and (b) 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
1 | NAMES OF REPORTING PERSONS:
Maxwell (Mauritius) Pte Ltd | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
68,887,627* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
68,887,627* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,887,627* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.8%** | |||||
14 | TYPE OF REPORTING PERSON:
CO |
* | See Item 5 of this statement on Schedule 13D. Includes 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
** | As of May 15, 2017 and based on 316,435,207 shares of Common Stock, which is the sum of the (a) 297,086,351 shares of Common Stock outstanding on April 30, 2017, as set forth in the Issuers Form 10-Q (File No. 001-34885) for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 15, 2017 and (b) 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant. |
Note to Schedule 13D
This Amendment No. 16 (Amendment No. 16) to Schedule 13D amends and supplements the Schedule 13D filed on November 25, 2014 (the Original Schedule 13D), Amendment No. 1 to the Original Schedule 13D filed on December 19, 2014 (Amendment No. 1), Amendment No. 2 to the Original Schedule 13D filed on May 26, 2015 (Amendment No. 2), Amendment No. 3 to the Original Schedule 13D filed on July 28, 2015 (Amendment No. 3), Amendment No. 4 to the Original Schedule 13D filed on July 30, 2015 (Amendment No. 4), Amendment No. 5 to the Original Schedule 13D filed on September 23, 2015 (Amendment No. 5), Amendment No. 6 to the Original Schedule 13D filed on October 19, 2015 (Amendment No. 6), Amendment No. 7 to the Original Schedule 13D filed on September 1, 2016 (Amendment No. 7), Amendment No. 8 to the Original Schedule 13D filed on November 4, 2016 (Amendment No. 8), Amendment No. 9 to the Original Schedule 13D filed on November 14, 2016 (Amendment No. 9), Amendment No. 10 to the Original Schedule 13D filed on December 15, 2016 (Amendment No. 10), Amendment No. 11 to the Original Schedule 13D filed on January 11, 2017 (Amendment No. 11), Amendment No. 12 to the Original Schedule 13D filed on February 27, 2017 (Amendment No. 12), Amendment No. 13 to the Original Schedule 13D filed on March 14, 2017 (Amendment No. 13), Amendment No. 14 to the Original Schedule 13D filed on April 20, 2017 (Amendment No. 14) and Amendment No. 15 to the Original Schedule 13D filed on May 9, 2017 (Amendment No. 15 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and this Amendment No. 16, the Statement), and is being filed by Temasek Holdings (Private) Limited (Temasek), Fullerton Management Pte Ltd (FMPL), Cairnhill Investments (Mauritius) Pte Ltd (Cairnhill) and Maxwell (Mauritius) Pte Ltd (Maxwell) (Temasek, FMPL, Cairnhill and Maxwell are collectively referred to hereinafter as the Reporting Persons) in respect of the common stock, par value of $0.0001 per share (Common Stock), of Amyris, Inc. (the Issuer), a Delaware corporation with its principal executive offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608.
This Amendment No. 16 is being filed by the Reporting Persons to report an increase in the number of shares of Common Stock beneficially owned by the Reporting Persons resulting from an increase in the number of shares issuable upon exercise of the Funding Warrant following an adjustment to the number of shares of Common Stock underlying the Funding Warrant pursuant to the terms thereof.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) As of May 15, 2017, Maxwell is the direct beneficial owner of 49,538,771 shares of Common Stock. Maxwell is deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant.
As of May 15, 2017, Maxwell is the direct beneficial owner and deemed beneficial owner of 68,887,627 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the shares of Common Stock beneficially owned and deemed to be beneficially owned by each of the Reporting Persons as of May 15, 2017 (as set forth in the prior paragraph and Item 5(b) below) by (ii) 316,435,207 shares of Common Stock, which is the sum of the (a) 297,086,351 shares of Common Stock outstanding on April 30, 2017 and (b) 19,348,856 shares of Common Stock issuable upon exercise of the Funding Warrant.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b) Cairnhill, through its ownership of Maxwell, may be deemed to share voting and dispositive power over the 68,887,627 shares of Common Stock beneficially owned or deemed to be beneficially owned by Maxwell.
FMPL, through its ownership of Cairnhill, may be deemed to share voting and dispositive power over the 68,887,627 shares of Common Stock beneficially owned or deemed to be beneficially owned by Cairnhill and Maxwell.
Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 68,887,627 shares of Common Stock beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
May 16, 2017
TEMASEK HOLDINGS (PRIVATE) LIMITED | ||
By: | /s/ Christina Choo | |
Name: Christina Choo | ||
Title: Authorized Signatory | ||
FULLERTON MANAGEMENT PTE LTD | ||
By: | /s/ Cheong Kok Tim | |
Name: Cheong Kok Tim | ||
Title: Director | ||
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD | ||
By: | /s/ Rooksana Shahabally | |
Name: Rooksana Shahabally | ||
Title: Director | ||
MAXWELL (MAURITIUS) PTE LTD | ||
By: | /s/ Rooksana Shahabally | |
Name: Rooksana Shahabally | ||
Title: Director |