Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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
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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 WEST 57TH STREET, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2016
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
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 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, par value $0.001 per share 12/28/2016 S 16,590 D $ 9.6562 1,714,654 D ( 1 )
Common Stock, par value $0.001 per share 12/29/2016 S 1,587 D $ 9.6508 1,713,067 D ( 1 )
Common Stock, par value $0.001 per share 12/28/2016 S 5,410 D $ 9.6562 559,167 D ( 2 )
Common Stock, par value $0.001 per share 12/29/2016 S 517 D $ 9.6508 558,650 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III LP
152 WEST 57TH STREET
19TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ James C. Gale, Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP, the general partner of Signet Healthcare Partners Accredited Partnership III LP 12/30/2016
** Signature of Reporting Person Date
/s/ James C. Gale, Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare GP III, LP, the general partner of the Signet Healthcare Partners QP Partnership III LP 12/30/2016
** Signature of Reporting Person Date
/s/ James C. Gale, Chief Investment Officer of Signet Holdings, LLC, the general partner of Signet Healthcare Partners LP and Signet Healthcare GP III LP 12/30/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Beneficially owned directly 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.
( 2 )Beneficially owned directly 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.

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).

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