0001193125-17-281907.txt : 20170911 0001193125-17-281907.hdr.sgml : 20170911 20170911165605 ACCESSION NUMBER: 0001193125-17-281907 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170911 DATE AS OF CHANGE: 20170911 GROUP MEMBERS: DOW CHEMICAL CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pfenex Inc. CENTRAL INDEX KEY: 0001478121 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 271356759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88253 FILM NUMBER: 171079438 BUSINESS ADDRESS: STREET 1: 10790 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-352-4400 MAIL ADDRESS: STREET 1: 10790 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DowDuPont Inc. CENTRAL INDEX KEY: 0001666700 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 811224539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674 BUSINESS PHONE: 989-636-1000 MAIL ADDRESS: STREET 1: 974 CENTRE ROAD CITY: WILMINGTON STATE: DE ZIP: 19805 SC 13G/A 1 d453318dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Pfenex Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

717071 104

(CUSIP Number)

August 31, 2017

(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)

☐ Rule 13d-1(d)

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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 717071 104    Page 2 of 6 Pages

 

  (1)   

Names of reporting persons

 

DowDuPont Inc.

  (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

 

1,771,428

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,771,428

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,771,428

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

Percent of class represented by amount in Row (9)

 

7.5% (1)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1) Percentage based on 23,528,675 shares of common stock of Pfenex Inc. outstanding as of August 1, 2017, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 9, 2017.


    

 

CUSIP No. 717071 104    Page 3 of 6 Pages

 

  (1)   

Names of reporting persons

 

The Dow Chemical Company

  (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

 

1,771,428

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,771,428

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,771,428

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

Percent of class represented by amount in Row (9)

 

7.5% (1)

(12)  

Type of reporting person (see instructions)

 

CO

 

(1) Percentage based on 23,528,675 shares of common stock of Pfenex Inc. outstanding as of August 1, 2017, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 9, 2017.


SCHEDULE 13G

 

CUSIP No. 717071 104    Page 4 of 6 Pages

 

This Amendment No. 2 is being filed to amend the Schedule 13G filed by The Dow Chemical Company on February 13, 2015, as previously amended on June 9, 2017.

 

ITEM 1(a) NAME OF ISSUER:

Pfenex Inc. (the “Company”).

 

ITEM 1(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

The Company’s principal executive offices are located at 10790 Roselle Street, San Diego, CA 92121.

 

ITEM 2(a) NAME OF PERSON FILING:

This statement is being filed by (i) DowDuPont Inc., a Delaware corporation (“DowDuPont”) and (ii) The Dow Chemical Company, a Delaware corporation (“Dow”).

The Reporting Persons have entered into a Joint Filing Agreement, dated as of September 11, 2017, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act.

 

ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The co-principal business offices of DowDuPont are: c/o The Dow Chemical Company, 2030 Dow Center, Midland, MI 48674 and c/o E. I du Pont de Nemours and Company, 974 Centre Road, Wilmington, DE 19805. The principal business office of Dow is located at: 2030 Dow Center, Midland, MI 48674.

 

ITEM 2(c) CITIZENSHIP:

Each of the Reporting Persons is a Delaware Corporation.

 

ITEM 2(d) TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.001 per share of the Company (the “Common Stock”).

 

ITEM 2(e) CUSIP NUMBER:

717071 104.

 

ITEM 3 STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C):

Not applicable.


    

 

CUSIP No. 717071 104    Page 5 of 6 Pages

 

ITEM 4 OWNERSHIP:

(a) – (c) The responses of each of the Reporting Persons to rows 5, 6, 7, 8, 9, and 11 in their respective cover pages to this Amendment No. 2 which relate to the beneficial ownership of the Common Stock of the Company are incorporated by reference into this Item 4.

 

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 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:

By signing below I certify, on behalf of the applicable Reporting Person, that, to the best of my 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 Company and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


    

 

CUSIP No. 717071 104    Page 6 of 6 Pages

 

SIGNATURE

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

Dated: September 11, 2017.

 

DOWDUPONT INC.
By:   /s/ Ronald C. Edmonds
Name:   Ronald C. Edmonds
Title:   Co-Controller
By:   /s/ Jeanmarie F. Desmond
Name:   Jeanmarie F. Desmond
Title:   Co-Controller
THE DOW CHEMICAL COMPANY
By:   /s/ Ronald C. Edmonds
Name:   Ronald C. Edmonds
Title:   Controller and Vice President of Controllers and Tax


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

1    Joint Filing Agreement, by and between Dow and DowDuPont, dated September 11, 2017.
EX-1 2 d453318dex1.htm EX-1 EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that this Amendment No. 2, dated September 11, 2017, to the Schedule 13G with respect to the common stock, par value $0.001 per share, of Pfenex Inc. (the “Schedule 13G”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 2 to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 2 to the Schedule 13G and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page left intentionally blank]


IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

 

DOWDUPONT INC.
By:   /s/ Ronald C. Edmonds
Name:   Ronald C. Edmonds
Title:   Co-Controller
By:   /s/ Jeanmarie F. Desmond
Name:   Jeanmarie F. Desmond
Title:   Co-Controller
THE DOW CHEMICAL COMPANY
By:   /s/ Ronald C. Edmonds
Name:   Ronald C. Edmonds
Title:   Controller and Vice President of Controllers and Tax