Sec Form 4 Filing - SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP @ Pfenex Inc. - 2014-07-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP 2. Issuer Name and Ticker or Trading Symbol Pfenex Inc. [ PFNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 152 W 57, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2014 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/29/2014 C( 3 ) 780,928 A $ 0 ( 3 ) 862,403 D ( 1 ) Common Stock 07/29/2014 C( 3 ) 2,869,638 A $ 0 ( 3 ) 3,169,030 D ( 2 ) Common Stock 07/29/2014 J( 4 ) 143,009 A 1,005,412 D ( 1 ) Common Stock 07/29/2014 J( 4 ) 525,509 A 3,694,539 D ( 2 ) Common Stock 07/29/2014 S( 5 ) 81,475 D $ 0.31 923,937 D ( 1 ) Common Stock 07/29/2014 S( 5 ) 299,392 D $ 0.31 3,395,147 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A-2 Participating Preferred Stock $ 0 ( 3 ) 07/29/2014 C( 3 ) 684,665 ( 3 ) ( 3 ) Common Stock 684,665 $ 0 ( 3 ) 0 D ( 1 ) Series A-2 Participating Preferred Stock $ 0 ( 3 ) 07/29/2014 C( 3 ) 2,515,903 ( 3 ) ( 3 ) Comon Stock 2,515,903 $ 0 ( 3 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP 152 W 57, 19TH FLOOR NEW YORK, NY10019 X SIGNET HEALTHCARE PARTNERS QP PARTNERSHIP II LP 152 W 57TH STREET, 19TH FLOOR NEW YORK, NY10019 X Signatures James C. Gale, Chief Investment Officer of Signet Healthcare PartnersAcredited Partnership , LP 07/30/2014 Signature of Reporting Person Date James C. Gale, Chief Investment Officer of Signet Healthcare Partner QP Partnership, LP 07/30/2014 Signature of Reporting Person Date James C. Gale, Managing Member and Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare Partners, LP and Signet Healthcare GP III, LLC 07/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Owned by Signet Healthcare Partners Accredited Partnership III, LP. ("SHPAP3") and indirectly by Signet Healthcare GP III, LP, the general partner of SHPAP3; Signet Healthcare Partners LP, the management company for SHPAP3; and Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP and Signet Healthcare Partners, LP. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. ( 2 )Owned by Signet Healthcare Partners QP Partnership III, LP. ("SHPQP3") and indirectly by Signet Healthcare GP III, LP, the general partner of SHPQP3; Signet Healthcare Partners, LP, the management company for SHPQP3; and Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP and Signet Healthcare Partners, LP. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. ( 3 )Each share of Series A-2 Participating Preferred Stock automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. ( 4 )In connection with the closing of the Issuer's initial public offering, the Issuer issued shares of Common Stock to pay all accrued but unpaid dividends for the Issuer's Series A-2 Participating Preferred Stock. Based on the initial public offering price of $6.00 per share, SHPAP3 received 143,009 shares of the Issuer's Common Stock and SHPQP3 received 525,509 shares of the Issuer's Common Stock on July 29, 2014. ( 5 )On July 29, 2014, the Issuer repurchased 81,475 shares of Common Stock from SHPAP3 and 299,392 shares of Common Stock from SHPQP3 at a purchase price of $0.31 per share.

Remarks: This is a joint filing by Signet Healthcare Partners Accredited Partnership III, LP, Signet Healthcare Partners QP Partnership III, LP., Signet Healthcare GP III, LP, Signet Healthcare Partners LP, and Signet Holdings, LLC. Signet Healthcare Partners Accredited Partnership III, LP is the designated filer for Signet Healthcare Partners QP Partnership III, LP. Signet Healthcare GP III, LP, Signet Healthcare Partners LP, and Signet Holdings, LLC. The address of each filer is the same as the designated filer. See notes 1 and 2 above. Signet Healthcare Partners, LP, Signet Healthcare GP III, LP, and Signet Holdings, LLC disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.