Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G

 
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 
 
                       Amyris, Inc.                          
(Name of Issuer)
 
       Common Stock, par value $0.0001 per share    
(Titles of Class of Securities)
 
                                03236M101                                     
(CUSIP Number)
 
                           December 31, 2012                            
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
xRule 13d-1(d)
 

 
(Continued on following pages)

(Page 1 of 9 Pages)

 
* The remainder of this cover page shall be filled out of 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 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, 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 (however, see the Notes).
 
 
 
 
 
CUSIP No:  03236M101
13G
Page 2 of 9 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
TPG Group Holdings (SBS) Advisors, Inc.
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
                                                                                              (a) o
                                                                                              (b) o
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
3,933,590
7.
SOLE DISPOSITIVE POWER
- 0 -
8.
SHARED DISPOSITIVE POWER
3,933,590
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,933,590
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                        o
 
  
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (1)
12.
TYPE OF REPORTING PERSON
 
CO
 
______________________
(1) Based on a total of 73,733,182 shares of Common Stock (as defined below) outstanding as of December 24, 2012, which figure is based on information provided to the Reporting Persons (as defined below) by the Issuer (as defined below).
 
 
 

CUSIP No:  03236M101
13G
Page 3 of 9 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
David Bonderman
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
                                                                                              (a) o
                                                                                              (b) o
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
- 0 -
6.
SHARED VOTING POWER
3,933,590
7.
SOLE DISPOSITIVE POWER
- 0 -
8.
SHARED DISPOSITIVE POWER
3,933,590
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,933,590
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                        o
 
  
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (2)
12.
TYPE OF REPORTING PERSON
 
IN
 
______________________
(2) Based on a total of 73,733,182 shares of Common Stock outstanding as of December 24, 2012, which figure is based on information provided to the Reporting Persons by the Issuer.
 
 
 
 

CUSIP No:  03236M101
13G
Page 4 of 9 Pages
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
James G. Coulter
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
                                                                                              (a) o
                                                                                              (b) o
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
- 0 -
6.
SHARED VOTING POWER
3,933,590
7.
SOLE DISPOSITIVE POWER
- 0 -
8.
SHARED DISPOSITIVE POWER
3,933,590
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,933,590
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                        o
 
  
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (3)
12.
TYPE OF REPORTING PERSON
 
IN
 
______________________
(3) Based on a total of 73,733,182 shares of Common Stock outstanding as of December 24, 2012, which figure is based on information provided to the Reporting Persons by the Issuer.
 
 
 
 
Item 1(a).
Name of Issuer:
 
Amyris, Inc. (the “Issuer”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
5885 Hollis Street, Suite 100
Emeryville, CA 94608
 
Item 2(a).
Name of Person Filing:
 
This Amendment No. 1 to Schedule 13G (as amended, the “Schedule 13G”) is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
 
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar II, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners II, L.P., a Delaware limited partnership (the “TPG Fund”), which directly owns the shares of Common Stock of the Issuer reported herein (the “Shares”).  Because of Group Advisors’ relationship to the TPG Fund, Group Advisors may be deemed to beneficially own the Shares.
 
David Bonderman and James G. Coulter are directors, officers and sole shareholders of Group Advisors, and therefore may be deemed to beneficially own the Shares.  Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of the Reporting Persons is as follows:
 
c/o TPG Global, LLC
301 Commerce St., Suite 3300
Fort Worth, TX 76102
 
Item 2(c).
Citizenship:
 
See Item 4 of each of the cover pages.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (“Common Stock”).
 
Item 2(e).
CUSIP Number:
 
03236M101.
 
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(n):
 
  (a)   o     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
  (b)   o     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
Page 5 of 9 Pages
 
 
   
  (c)  o     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
   
  (d)  
o     Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
   
  (e)  
o     Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
   
  (f)  
o     Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
   
  (g)  
o     Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
   
  (h)  
o     Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
  (i)  
o     Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
   
  (j)  
o     Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
   
  (k)  
o     Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
   
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 
 
Item 4.
Ownership.
 
 
(a)
Amount beneficially owned:
 
See Item 9 of each of the cover pages.
 
 
(b)
Percent of class:
 
See Item 11 of each of the cover pages.
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
 Sole power to vote or to direct the vote:
     
    See Item 5 of each of the cover pages.
     
  (ii)
Shared power to vote or to direct the vote:
     
   
See Item 6 of each of the cover pages.
     
  (iii)
Sole power to dispose or to direct the disposition of:
     
   
See Item 7 of each of the cover pages.
     
 
(iv)
Shared power to dispose or to direct the disposition of:
     
   
See Item 8 of each of the cover pages.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
 
 
Page 6 of 9 Pages
 
 
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.
 
See response to Item 2(a) hereto.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification
 
Not applicable.
 

 
 
Page 7 of 9 Pages
 
 
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.
 

 
Dated:  February 14, 2013
 
 
TPG Group Holdings (SBS) Advisors, Inc.
   
 
 
By: /s/ Ronald Cami                                          
 
Name:  Ronald Cami
Title: Vice President
   
 
David Bonderman
   
 
 
By: /s/ Ronald Cami                                          
 
Name: Ronald Cami on behalf of David Bonderman (4)
   
 
James G. Coulter
   
 
 
By: /s/ Ronald Cami                                          
 
Name: Ronald Cami on behalf of James G. Coulter (5)
 
 

___________________________
(4)  Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Schedule 13D filed by Mr. Bonderman on July 26, 2010 (SEC File No. 005-43571).
 
(5)  Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571).
 
 
 
 
 
 
Exhibit Index

 
 
Exhibit 1
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
 
 
_______________
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.
 
 
 
 

 
Page 9 of 9 Pages