OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[_] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person* 1
GLAXO WELLCOME INTERNATIONAL B.V.
c/o Huis ter Heideweg 62
2705 LZ, Zeist, The Netherlands
2. Issuer Name and Ticker or Trading Symbol
Maxygen, Inc. (MAXY)
3. IRS Identification Number of Reporting Person, if an Entity (voluntary)
N/A
4. Statement for Month/Year
June 2000
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner (See (1) below)
[_] Officer (give title below) [_] Other
(specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form filed by one Reporting Person
[x] Form filed by more than one Reporting Person
<PAGE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
[CAPTION]
1. Title of Security 2. Transaction Date 3. Transaction Code
(Instr. 3) (mm/dd/04) (Instr. 8)
Code V
Common Stock 06/21/2000 S
4. Securities Acquired (A) 5. Amount of Securities
or Disposed of (D) Beneficially Owned at End of
(Instr. 3, 4 and 5) Month (instr. 3 and 4)
Amount (A) or (D) Price
700,000 D $56.00 6,010,000
6. Ownership Form: 7. Nature of Indirect
Direct (D) or Indirect Beneficial Ownership
(I) (Instr. 4) (Instr. 4)
D (See (1) below)
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversion of Exercise 3. Transaction Date
Security (Instr. 3) Price of Derivative (mm/dd/04)
Security
4. Transaction Code 5. Number of Derivative
(Instr. 8) Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
Code V (A) (D)
6. Date Exercisable and 7. Title and Amount of
Expiration Date (Month/Day/ Underlying Securities
Year (Instr. 3 and 4)
Date Exercisable Expiration Title Amount or
Date Number of Shares
8. Price of 9. Number of Derivative
Derivative Securities Beneficially
Security Owned at End of Month
(Instr. 5) (Instr. 4)
10. Ownership Form of 11. Nature of Indirect
Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
* If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Explanation of Responses:
(1) At the time of disposition, these 700,000 shares were held of record by the
Reporting Person on behalf of its direct parent, Glaxo Wellcome Holdings
Limited.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Person herein states that this filing shall not
be deemed an admission that he or it is the beneficial owner of any of the
securities covered by this Statement.
<PAGE>
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
GLAXO WELLCOME INTERNATIONAL B.V. July 11, 2000
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
By: /s/ Onno Rethmeier
---------------------
Name: Onno Rethmeier
Title: Director
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
**Signature of Reporting Person
<PAGE>
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[_] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person* 1
GLAXO WELLCOME HOLDINGS LIMITED
c/o Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex, UB6 ONN, England
2. Issuer Name and Ticker or Trading Symbol
Maxygen, Inc. (MAXY)
3. IRS Identification Number of Reporting Person, if an Entity (voluntary)
N/A
4. Statement for Month/Year
June 2000
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Persons to Issuer
(Check all applicable)
[_] Director [X] 10% Owner See (1)
[_] Officer (give title below) [_] Other
(specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form filed by one Reporting Person
[x] Form filed by more than one Reporting Person
<PAGE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
[CAPTION]
1. Title of Security 2. Transaction Date 3. Transaction Code
(Instr. 3) (mm/dd/04) (Instr. 8)
Code V
Common Stock 06/21/2000 S
4. Securities Acquired (A) 5. Amount of Securities
or Disposed of (D) Beneficially Owned at End of
(Instr. 3, 4 and 5) Month (instr. 3 and 4)
Amount (A) or (D) Price
700,000 D $56.00 6,010,000
6. Ownership From: 7. Nature of Indirect
Direct (D) or Indirect Beneficial Ownership
(I) (Instr. 4) (Instr. 4)
I See (2) below
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversion of Exercise 3. Transaction Date
Security (Instr. 3) Price of Derivative (mm/dd/04)
Security
4. Transaction Code 5. Number of Derivative
(Instr. 8) Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
Code V (A) (D)
6. Date Exercisable and 7. Title and Amount of
Expiration Date (Month/Day/ Underlying Securities
Year (I) (Instr. 4) (Instr. 3 and 4)
Date Exercisable Expiration Title Amount or
Date Number of Shares
8. Price of 9. Number of Derivative
Derivative Securities Beneficially
Security Owned at End of Month
(Instr. 5) (Instr. 4)
10. Ownership Form of 11. Nature of Indirect
Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
* If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Explanation of Responses:
(1) As the parent company of Glaxo Wellcome International B.V., the Reporting
person may be deemed, for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Act"), to be the beneficial owner
of Common Stock held of record by Glaxo Wellcome International B.V. The
Reporting Person may therefore be deemed to be a "10 percent beneficial
owner" for purposes of Section 16 of the Act.
(2) At the time of disposition, these 700,000 shares were held of record by
Glaxo Wellcome International B.V., a wholly-owned subsidiary of the
Reporting Person, on behalf of the Reporting Person.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Person herein states that this filing shall not
be deemed an admission that he or it is the beneficial owner of any of the
securities covered by this Statement.
<PAGE>
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
GLAXO WELLCOME HOLDINGS LIMITED July 11, 2000
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
By: /s/ Victoria Llewellyn
-------------------------
Name: Victoria Llewellyn
Title: Assistant Company
Secretary
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
**Signature of Reporting Person
<PAGE>
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[_] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person* 1
WELLCOME LIMITED
c/o Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex, UB6 ONN, England
2. Issuer Name and Ticker or Trading Symbol
Maxygen, Inc. (MAXY)
3. IRS Identification Number of Reporting Person, if an Entity (voluntary)
N/A
4. Statement for Month/Year
June 2000
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner See (1) below
[_] Officer (give title below) [_] Other
(specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form filed by one Reporting Person
[x] Form filed by more than one Reporting Person
<PAGE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
[CAPTION]
1. Title of Security 2. Transaction Date 3. Transaction Code
(Instr. 3) (mm/dd/04) (Instr. 8)
Code V
Common Stock 06/21/2000 S
4. Securities Acquired (A) 5. Amount of Securities
or Disposed of (D) Beneficially Owned at End of
(Instr. 3, 4 and 5) Month (Instr. 3 and 4)
Amount (A) or (D) Price
700,000 D $56.00 6,010,000
6. Ownership From: 7. Nature of Indirect
Direct (D) or Indirect Beneficial Ownership
(I) (Instr. 4) (Instr. 4)
I See (2) below
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversion of Exercise 3. Transaction Date
Security (Instr. 3) Price of Derivative (mm/dd/04)
Security
4. Transaction Code 5. Number of Derivative
(Instr. 8) Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
Code V (A) (D)
6. Date Exercisable and 7. Title and Amount of
Expiration Date (Month/Day/ Underlying Securities
Year (Instr. 3 and 4)
Date Exercisable Expiration Title Amount or
Date Number of Shares
8. Price of 9. Number of Derivative
Derivative Securities Beneficially
Security Owned at End of Month
(Instr. 5) (Instr. 4)
10. Ownership Form of 11. Nature of Indirect
Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
* If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Explanation of Responses:
(1) As the 83.3% owner of Glaxo Wellcome Holdings Limited, which is the parent
company of Glaxo Wellcome International B.V., the Reporting Person may be
deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended (the "Act"), to be the beneficial owner of Common Stock held of record
by Glaxo Wellcome International B.V. Accordingly, the Reporting Person may be
deemed to be a "10 percent beneficial owner" for purposes of Section 16 of
the Act.
(2) At the time of disposition, these 700,000 shares were held of record by
Glaxo Wellcome International B.V., which is a wholly-owned subsidiary of Glaxo
Wellcome Holdings Limited, which is 83.3% owned by the Reporting Person.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Person herein states that this filing shall not
be deemed an admission that he or it is the beneficial owner of any of the
securities covered by this Statement.
<PAGE>
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
WELLCOME LIMITED July 11, 2000
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
By: /s/ S. J. Cowden
_____________________
Name: S. J. Cowden
Title: Company Secretary
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
**Signature of Reporting Person
<PAGE>
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[_] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person* 1
GLAXO WELLCOME PLC
c/o Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex, UB6 ONN, England
2. Issuer Name and Ticker or Trading Symbol
Maxygen, Inc. (MAXY)
3. IRS Identification Number of Reporting Person, if an Entity (voluntary)
N/A
4. Statement for Month/Year
June 2000
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner - See (1)
[_] Officer (give title below) [_] Other
(specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form filed by one Reporting Person
[x] Form filed by more than one Reporting Person
<PAGE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
[CAPTION]
1. Title of Security 2. Transaction Date 3. Transaction Code
(Instr. 3) (mm/dd/04) (Instr. 8)
Code V
Common Stock 06/21/2000 S
4. Securities Acquired (A) 5. Amount of Securities
or Disposed of (D) Beneficially Owned at End of
(Instr. 3, 4 and 5) Month (instr. 3 and 4)
Amount A or D Price
700,000 D $56.00 6,066,250
6. Ownership Form: 7. Nature of Indirect
Direct (D) or Indirect Beneficial Ownership
(I) (Instr. 4) (Instr. 4)
I See (2) AND (3) below
<PAGE>
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, a Beneficially
Owned (e.g. puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversion of Exercise 3. Transaction Date
Security (Instr. 3) Price of Derivative (mm/dd/04)
Security
4. Transaction Code 5. Number of Derivative
(Instr. 8) Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
Code V (A) (D)
6. Date Exercisable and 7. Title and Amount of
Expiration Date (Month/Day/ Underlying Securities
Year (Instr. 3 and 4)
Date Exercisable Expiration Title Amount or
Date Number of Shares
8. Price of 9. Number of Derivative
Derivative Securities Beneficially
Security Owned at End of Month
(Instr. 5) (Instr. 4)
10. Ownership Form of 11. Nature of Indirect
Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
* If the Form is filed by more than one Reporting Person, see
Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Explanation of Responses:
(1) As the parent company of Wellcome Limited, which owns 83.3% of Glaxo
Wellcome Holdings Limited, which in turn owns 100% of Glaxo Wellcome
International B.V., the Reporting Person may be deemed, for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to
be the beneficial owner of Common Stock held of record by Glaxo Wellcome
International B.V. and, therefore, may be deemed to be a "10 percent
beneficial owner" for purposes of Section 16 of the Act.
<PAGE>
(2) Pursuant to stock options granted by the Issuer, Mr. Adam Nevil Hennah, a
director of the Issuer who was designated by Glaxo Wellcome plc, is the record
owner of 75,000 options of the Issuer (the "Options"), which may be converted,
subject to vesting pursuant to the terms thereof, into 75,000 shares of
Maxygen Common Stock. The Options are held of record by Mr. Adrian Nevil
Hennah for the benefit of Glaxo Wellcome plc which has the sole power to
direct both the voting and disposition of the Options. The Reporting Person
may therefore be deemed, for purposes of Section 16 of the Act, to be the
beneficial owner of the 56,250 currently exercisable Options held to record
by Mr. Adrian Nevil Hennah.
(3) At the time of disposition, these 700,000 shares were held of record by
Glaxo Wellcome International B.V., which is a wholly-owned subsidiary of Glaxo
Wellcome Holdings Limited, which is 83.3% owned by Wellcome Limited, which is
a wholly-owned subsidiary of the Reporting Person.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Persons herein states that this filing shall
not be deemed an admission that he or it is the beneficial owner of any of the
securities covered by this Statement.
<PAGE>
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
GLAXO WELLCOME PLC July 11, 2000
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
By: /s/ S. J. Cowden
_____________________
Name: S. J. Cowden
Title: Company Secretary
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
**Signature of Reporting Person
