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. 22)

 

 

Amyris, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03236M200

(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)

June 27, 2018

(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   2,331,786*
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,331,786*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,331,786*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   4.5%**
14		TYPE OF REPORTING PERSON:   HC

 

*	See Item 5 of this statement on Schedule 13D. Includes 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

**

As of June 28, 2018 and based on 52,227,817 shares of Common Stock, which is the sum of the (a) 50,337,831 shares of Common Stock outstanding as of June 21, 2018, as set forth in the Issuer’s Annual Report on Form 10-K/A (File No. 001-34885) filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2018 and (b) 1,889,986 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   2,331,786*
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,331,786*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,331,786*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   4.5%**
14		TYPE OF REPORTING PERSON:   HC

 

*	See Item 5 of this statement on Schedule 13D. Includes 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

**

As of June 28, 2018 and based on 52,227,817 shares of Common Stock, which is the sum of the (a) 50,337,831 shares of Common Stock outstanding as of June 21, 2018, as set forth in the Issuer’s Annual Report on Form 10-K/A (File No. 001-34885) filed with the SEC on June 25, 2018 and (b) 1,889,986 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   2,331,786*
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,331,786*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,331,786*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   4.5%**
14		TYPE OF REPORTING PERSON:   HC

 

*	See Item 5 of this statement on Schedule 13D. Includes 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

**

As of June 28, 2018 and based on 52,227,817 shares of Common Stock, which is the sum of the (a) 50,337,831 shares of Common Stock outstanding as of June 21, 2018, as set forth in the Issuer’s Annual Report on Form 10-K/A (File No. 001-34885) filed with the SEC on June 25, 2018 and (b) 1,889,986 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   2,331,786*
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,331,786*
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,331,786*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:       ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   4.5%**
14		TYPE OF REPORTING PERSON:   CO

 

*	See Item 5 of this statement on Schedule 13D. Includes 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

**

As of June 28, 2018 and based on 52,227,817 shares of Common Stock, which is the sum of the (a) 50,337,831 shares of Common Stock outstanding as of June 21, 2018, as set forth in the Issuer’s Annual Report on Form 10-K/A (File No. 001-34885) filed with the SEC on June 25, 2018 and (b) 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

---

Note to Schedule 13D

This Amendment No. 22 (“Amendment No. 22”) to Schedule 13D amends and supplements the Schedule 13D filed on November 25, 2014 (the “Original Schedule 13D”), Amendment No. 1 thereto filed on December 19, 2014 (“Amendment No. 1”), Amendment No. 2 thereto filed on May 26, 2015 (“Amendment No. 2”), Amendment No. 3 thereto filed on July 28, 2015 (“Amendment No. 3”), Amendment No. 4 thereto filed on July 30, 2015 (“Amendment No. 4”), Amendment No. 5 thereto filed on September 23, 2015 (“Amendment No. 5”), Amendment No. 6 thereto filed on October 19, 2015 (“Amendment No. 6”), Amendment No. 7 thereto filed on September 1, 2016 (“Amendment No. 7”), Amendment No. 8 thereto filed on November 4, 2016 (“Amendment No. 8”), Amendment No. 9 thereto filed on November 14, 2016 (“Amendment No. 9”), Amendment No. 10 thereto filed on December 15, 2016 (“Amendment No. 10”), Amendment No. 11 thereto filed on January 11, 2017 (“Amendment No. 11”), Amendment No. 12 thereto filed on February 27, 2017 (“Amendment No. 12”), Amendment No. 13 thereto filed on March 14, 2017 (“Amendment No. 13”), Amendment No. 14 thereto filed on April 20, 2017 (“Amendment No. 14”), Amendment No. 15 thereto filed on May 9, 2017 (“Amendment No. 15”), Amendment No. 16 thereto filed on May 16, 2017 (“Amendment No. 16”), Amendment No. 17 thereto filed on August 14, 2017 (“Amendment No. 17”), Amendment No. 18 thereto filed on October 3, 2017 (“Amendment No. 18”), Amendment No. 19 thereto filed on May 23, 2018 (“Amendment No. 19”), Amendment No. 20 thereto filed on June 14, 2018 (“Amendment No. 20”) and Amendment No. 21 thereto filed on June 26, 2018 (“Amendment No. 21” 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, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20 and this Amendment No. 22, 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.

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 June 28, 2018, Maxwell is the direct beneficial owner of 441,800 shares of Common Stock. Maxwell is deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant.

As of June 28, 2018, Maxwell is the direct beneficial owner and deemed beneficial owner of 2,331,786 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 June 28, 2018 (as set forth in the prior paragraph and Item 5(b) below) by (ii) 52,227,817 shares of Common Stock, which is the sum of the (a) 50,337,831 shares of Common Stock outstanding as of June 21, 2018 and (b) 1,889,986 shares of Common Stock issuable upon exercise of the Funding Warrant

To the knowledge of the Reporting Persons, the directors and executive officers 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 2,331,786 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 2,331,786 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 2,331,786 shares of Common Stock beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.

(c) Maxwell made the following dispositions of shares of Common Stock since the most recent filing of the Statement:

 

Date		No. of shares of Common Stock disposed				Price per share
June 26, 2018			344,811			$	6.0607
June 27, 2018			175,789			$	6.4010
June 28, 2018			98,832			$	6.4190

To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during the past sixty days.

(d) Not applicable.

(e) The Reporting Persons ceased to be the beneficial owners of more than 5.0% of the Common Stock on June 26, 2018.

---

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.

June 29, 2018