Sec Form 4 Filing - GALE JAMES C @ 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

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1. Name and Address of Reporting Person GALE JAMES C 2. Issuer Name and Ticker or Trading Symbol Pfenex Inc. [ PFNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PFENEX INC., 10790 ROSELLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2014 (Street) SAN DIEGO, CA92121 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 07/29/2014 C 780,928 A $ 0 ( 1 ) 862,403 I See footnote ( 2 ) Common Stock 07/29/2014 C 2,869,638 A $ 0 ( 1 ) 3,169,030 I See footnote ( 3 ) Common Stock 07/29/2014 J( 4 ) 143,009 A $ 0 1,005,412 I See footnote ( 2 ) Common Stock 07/29/2014 J( 4 ) 525,509 A $ 0 3,694,539 I See footnote ( 3 ) Common Stock 07/29/2014 S( 5 ) 81,475 D $ 0.31 923,937 I See footnote ( 2 ) Common Stock 07/29/2014 S( 5 ) 299,392 D $ 0.31 3,395,147 I See footnote ( 3 )

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 ( 1 ) 07/29/2014 C 684,665 ( 1 ) ( 1 ) Common Stock 780,928 $ 0 ( 1 ) 0 I See footnote ( 2 ) Series A-2 Participating Preferred Stock ( 1 ) 07/29/2014 C 2,515,903 ( 1 ) ( 1 ) Common Stock 2,869,638 $ 0 ( 1 ) 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALE JAMES C C/O PFENEX INC., 10790 ROSELLE STREET SAN DIEGO, CA92121 X Signatures /s/ Patricia Lady, as Attorney-in-Fact 07/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A-2 Participating Preferred Stock will automatically convert into approximately 1.1406 shares 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. ( 2 )Shares held by Signet Healthcare Partners Accredited Partnership III, LP ("SHPAP"). SHPAP has sole voting and dispositive power over the shares, except that (i) Signet Healthcare Partners, LP ("SHP LP"), which manages SHPAP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. ( 3 )Shares held by Signet Healthcare Partners QP Partnership III, LP ("SHQP"). SHQP has sole voting and dispositive power over the shares, except that (i) SHP LP, which manages SHQP, may be deemed to have shared power to vote and dispose of these shares, and (ii) the reporting person, a managing member and Chief Investment Officer of SHP LP, may be deemed to have shared power to vote and dispose of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. ( 4 )As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), at 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, SHAP received 143,009 shares of the Issuer's Common Stock and SHQP received 525,509 shares of the Issuer's Common Stock on July 29, 2014. ( 5 )As previously disclosed in the Issuer's Registration Statement on Form S-1 (333-196539), on July 29, 2014, the Issuer repurchased 81,475 shares of Common Stock from SHAP and 299,392 shares of Common Stock from SHQP at a purchase price of $0.31 per share.

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