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 *   Tobin Matthew 2. Date of Event Requiring Statement (Month/Day/Year) 08/28/2012 3. Issuer Name and Ticker or Trading Symbol CODEXIS INC [CDXS] (Last) (First) (Middle) C/O CODEXIS, INC., 200 PENOBSCOT DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Research & Development 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) REDWOOD CITY, CA 94063 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 46,941 (1) D Â

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
Stock Option (Right to Buy)	  (2)	05/26/2013	Common Stock	3,033	$ 0.6	D	Â
Stock Option (Right to Buy)	  (3)	01/04/2015	Common Stock	2,000	$ 0.9	D	Â
Stock Option (Right to Buy)	  (4)	12/12/2015	Common Stock	6,666	$ 1.05	D	Â
Stock Option (Right to Buy)	  (5)	08/27/2017	Common Stock	5,333	$ 6.71	D	Â
Stock Option (Right to Buy)	  (6)	12/10/2017	Common Stock	6,666	$ 8.69	D	Â
Stock Option (Right to Buy)	  (7)	01/28/2018	Common Stock	10,000	$ 10.5	D	Â
Stock Option (Right to Buy)	  (8)	06/01/2019	Common Stock	19,999	$ 7.46	D	Â
Stock Option (Right to Buy)	  (9)	04/26/2020	Common Stock	20,666	$ 10.92	D	Â
Stock Option (Right to Buy)	  (10)	01/25/2021	Common Stock	15,000	$ 9.15	D	Â
Stock Option (Right to Buy)	  (11)	03/06/2022	Common Stock	29,000	$ 3.56	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tobin Matthew C/O CODEXIS, INC. 200 PENOBSCOT DRIVE REDWOOD CITY, CA 94063	Â	Â	  SVP, Research & Development	Â

Signatures

/s/ Dave Swarthout, as Attorney-in-Fact for Matthew Tobin		09/07/2012
**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)	Includes 22,500 Restricted Stock Units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
(2)	Option vested with respect to 25% of the shares subject thereto on May 16, 2004, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on May 16, 2007.
(3)	Option vested with respect to 25% of the shares subject thereto on January 1, 2006, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on January 1, 2009.
(4)	Option vested with respect to 25% of the shares subject thereto on January 1, 2007, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on January 1, 2010.
(5)	Option vested with respect to 25% of the shares subject thereto on August 28, 2008, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on August 28, 2011.
(6)	Option vested with respect to 25% of the shares subject thereto on November 16, 2008, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on November 16, 2011.
(7)	Option vested with respect to 25% of the shares subject thereto on January 1, 2009, and 1/48th of the shares vested monthly thereafter, such that the option was fully vested and exercisable on January 1, 2012.
(8)	Option vests with respect to 1/24th of the shares subject thereto on each monthly anniversary of January 1, 2011, such that the option will be fully vested and exercisable on January 1, 2013.
(9)	Option vested with respect to 25% of the shares subject thereto on January 1, 2011, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 1, 2014.
(10)	Option vested with respect to 25% of the shares subject thereto on January 26, 2012, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on January 26, 2015.
(11)	Option vests with respect to 25% of the shares subject thereto on March 7, 2013, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on March 7, 2016.

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