UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Maxygen, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
577776107
(CUSIP Number)
December 15, 1999
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
__________________
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 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).
Page 1 of 14 Pages
<PAGE>
CUSIP No. 577776107 13G Page 2 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glaxo Wellcome plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Joint filing (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,747,500
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING n/a
PERSON WITH 7 SOLE DISPOSITIVE POWER
6,747,500
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,747,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.9%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 577776107 13G Page 3 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Wellcome Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Joint filing (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,710,000
BENEFICIALLY
EACH 6 SHARED VOTING POWER OWNED BY
REPORTING n/a
PERSON WITH 7 SOLE DISPOSITIVE POWER
6,710,000
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 577776107 13G Page 4 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glaxo Wellcome Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Joint filing (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,710,000
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING n/a
PERSON WITH 7 SOLE DISPOSITIVE POWER
6,710,000
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 577776107 13G Page 5 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glaxo Wellcome International B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Joint filing (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,710,000
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING n/a
PERSON WITH 7 SOLE DISPOSITIVE POWER
6,710,000
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 577776107 13G Page 6 of 14 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adrian Nevil Hennah
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Joint filing (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,500 (not to be construed as an admission of beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Maxygen, Inc. ("Maxygen" or "Issuer"), a Delaware company
Item 1(b). Address of Issuer's Principal Executive Offices:
515 Galveston Drive
Redwood City, California 94063
Item 2(a). Name of Person Filing:
Glaxo Wellcome plc ("Parent")
Wellcome Limited ("Limited")
Glaxo Wellcome Holdings Limited ("Holdings")
Glaxo Wellcome International B.V. ("International")
(together with Adrian Nevil Hennah and each other entity
listed in this Item 2(a), the "Reporting Persons")
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business and principal
office of each of the remaining Reporting Persons listed
above in Item 2(a), other than International, is Glaxo
Wellcome House, Berkeley Avenue, Greenford, Middlesex,
UB6 0NN, England. The address of the principal business
and principal office of International is Huis Ter
HeideWeg 62, 3705 LZ, Zeist, The Netherlands. The
address of the principal business and principal office of
Mr. Adrian Nevil Hennah is the same as that of the Issuer
as set forth in Item 1(b) above.
Item 2(c). Citizenship:
See Row 4 of each cover page
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share (the "Common
Shares")
Item 2(e). CUSIP Number:
577776107
<PAGE>
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-
2(b) or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) / / Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned:
On December 15, 1999 and in connection with the
exercise of an over-allotment option, the Issuer launched
an initial public offering of 6,900,000 of its Common
Shares on The Nasdaq National Market (the "IPO"),
resulting in there being 30,810,568 Common Shares issued
and outstanding immediately following the IPO. Prior to
the IPO, International directly held beneficial ownership
of 5,460,000 Common Shares. In addition, International
directly held 1,250,000 shares of Series A Preferred
Stock of the Issuer (the "Preferred Shares"). However,
in connection with the IPO and in accordance with the
Amended Certificate of Designations, Preferences and
Rights of the Preferred Shares, International's entire
Page 8 of 14 Pages
<PAGE>
holding of Preferred Shares was converted into 1,250,000
Common Shares, at a conversion rate of one Common Share
for each Preferred Share (the "Conversion").
Pursuant to stock options granted by the Issuer, Mr.
Hennah, a director of the Issuer designated by Parent, 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 Common Shares.
The Options are held of record by Mr. Hennah for the
benefit of Parent which has the sole power to direct both
the voting and disposition of the Options. Mr. Hennah
disclaims beneficial ownership in the Options and the
Common Shares. One-fourth of these Options are
exercisable on each of May 5, 1998, May 5, 1999, May 5,
2000 and May 5, 2001. Furthermore, a portion of these
Options are subject to a right of repurchase by the
Issuer.
In connection with the IPO and the Conversion
pursuant thereto, as of the date of this Schedule 13G,
under the definition of "beneficial ownership" set forth
in Rule 13d-3 of the U.S. Securities Exchange Act of
1934, as amended (the "Act"), Limited, Holdings and
International, directly or indirectly, may each be deemed
to own beneficially 6,710,000 Common Shares, representing
21.8% of the Common Shares issued and outstanding.
International is the record holder of all such Common
Shares.
Under Rule 13d-3(d)(1)(i) of the Act, as Mr. Hennah
has the right to exercise one-half of the Options within
sixty days of the date of this Schedule 13G, Mr. Hennah
is deemed to be the beneficial owner of 37,500 Common
Shares (the "Option Shares"), representing 0.1% of the
Common Shares issued and outstanding. Mr. Hennah
declares that neither the filing of this Schedule 13G nor
any of its contents shall be deemed to constitute an
admission that he is, for the purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any of the
Option Shares or any other Common Shares covered by this
Schedule 13G, and such beneficial ownership is expressly
disclaimed pursuant to Rule 13d-4 of the Act.
As the parent corporation of Limited, which is the
parent corporation by virtue of 83.3% ownership of
Holdings, which is the parent corporation of
International, and as the holder of the direct and
indirect pecuniary interest in the Option Shares, as of
the date of this Schedule 13G, Parent may be deemed to
beneficially own indirectly 6,747,500 Common Shares,
representing 21.9% of the Common Shares issued and
outstanding.
Page 9 of 14 Pages
<PAGE>
(b) Percent of Class:
See Row 11 of each cover page.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Row 5 of each cover page.
.
(ii) Shared power to vote or to direct the vote
See Row 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of each cover page.
(iv) Shared power to dispose or to direct the
disposition of
See Row 8 of each cover page.
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. [ ]
Not Applicable.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Page 10 of 14 Pages
<PAGE>
Not applicable.
Item 10. Certifications.
Not applicable.
Page 11 of 14 Pages
<PAGE>
SIGNATURES
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 11, 2000
GLAXO WELLCOME PLC
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Assistant Group
Secretary
WELLCOME LIMITED
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Assistant Company
Secretary
GLAXO WELLCOME HOLDINGS LIMITED
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Company Secretary
GLAXO WELLCOME INTERNATIONAL B.V.
BY: /s/ Onno Rethmeier
Name: Onno Rethmeier
Title: Director
MR. ADRIAN NEVIL HENNAH
BY: /s/ Adrian N. Hennah
Page 12 of 14 Pages
<PAGE>
INDEX OF EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- --------------
1 Joint Filing Agreement dated February 11, 14
2000, among the Reporting Persons.
2 424(b)(4) Prospectus (File No. 333-89413)
of Maxygen, Inc., as filed with the U.S.
Securities and Exchange Commission on
December 17, 1999 (incorporated herein
by reference).
Page 13 of 14 Pages
<PAGE>
EXHIBIT 1 TO SCHEDULE 13G
Joint Filing Agreement
Each of the undersigned hereby agrees and consents that
the Schedule 13G filed herewith (this "Schedule 13G") by Glaxo Wellcome
plc ("Glaxo Wellcome") is filed on behalf of each of them pursuant to the
authorization of each of them to Glaxo Wellcome to make such filing and
that such Schedule 13G is filed jointly on behalf of each of them,
pursuant to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder. Each of these
persons is not responsible for the completeness or accuracy of the
information concerning the other persons making this filing unless such
person knows or has reason to believe that such information is
inaccurate. This agreement may be signed in counterparts.
Dated: February 11, 2000
GLAXO WELLCOME PLC
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Assistant Group
Secretary
WELLCOME LIMITED
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Assistant Company
Secretary
GLAXO WELLCOME HOLDINGS LIMITED
BY: /s/ Simon Bicknell
Name: Simon Bicknell
Title: Company Secretary
GLAXO WELLCOME INTERNATIONAL B.V.
BY: /s/ Onno Rethmeier
Name: Onno Rethmeier
Title: Director
MR. ADRIAN NEVIL HENNAH
BY: /s/ Adrian N. Hennah
Page 14 of 14 Pages
