Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  VIVO VENTURES VII, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2015
3. Issuer Name and Ticker or Trading Symbol
CODEXIS INC [CDXS]
(Last)
(First)
(Middle)
575 HIGH STREET, SUITE 201
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94301
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,454,439
I (1)
Held by Vivo Ventures Fund VII, L.P.
Common Stock 118,880
I (2)
Held by Vivo Ventures VII Affiliates Fund, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VIVO VENTURES VII, LLC
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
    X    
Vivo Ventures Fund VII, L.P.
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
    X    
Vivo Ventures VII Affiliates Fund, L.P.
575 HIGH STREET, SUITE 201
PALO ALTO, CA 94301
    X    

Signatures

/s/ Frank Kung, Managing Member 03/20/2015
**Signature of Reporting Person Date

/s/ Frank Kung, Managing Member of Vivo Ventures VII, LLC; General Partner of Vivo Ventures Fund VII, L.P. 03/20/2015
**Signature of Reporting Person Date

/s/ Frank Kung, Managing Member of Vivo Ventures VII, LLC; General Partner of Vivo Ventures VII Affiliates Fund, L.P. 03/20/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares are owned directly by Vivo Ventures Fund VII, L.P. Vivo Ventures VII, LLC is the general partner of Vivo Ventures Fund VII, L.P., and as such may be deemed to beneficially own these shares.
(2) These shares are owned directly by Vivo Ventures VII Affiliates Fund, L.P. Vivo Ventures VII, LLC is the general partner of Vivo Ventures VII Affiliates Fund, L.P., and as such may be deemed to beneficially own these shares.

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