FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SULAT JAMES R 		2. Issuer Name and Ticker or Trading Symbol

MAXYGEN INC [ MAXY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Former CEO & CFO
(Last)          (First)          (Middle)

C/O MAXYGEN, INC., 411 BOREL AVENUE, SUITE 616 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2013
(Street)

SAN MATEO, CA 94402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) 6/30/2013     M    57162   A   (2) 417162   (3) D  
 
Common Stock   (1) 6/30/2013     D    57162   D   (2) 360000   (3) D  
 
Common Stock                  899   I   Held by Maxygen, Inc. 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Represents accelerated settlement of contingent performance unit (CPU) award granted under the Maxygen, Inc. 2006 Equity Incentive Plan.The vesting of the applicable award was accelerated and settled as of June 30, 2013 in connection with Mr. Sulat's resignation as the CEO and CFO of the issuer and as a director. The CPU award was settled entirely in cash.
( 2)  The value of each vested contingent performance unit is equal to the per share price of common stock of the issuer as of the June 30, 2013 settlement date ($2.48), plus the value of the per share amount of all dividend payments or other distributions made to stockholders after the grant date of the CPU award.
( 3)  Includes 25,000 shares of common stock underlying restricted stock award. The vesting of the applicable award was accelerated to vest in full on June 30, 2013 in connection with Mr. Sulat's resignation as the CEO and CFO of the issuer and as a director.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SULAT JAMES R
C/O MAXYGEN, INC.
411 BOREL AVENUE, SUITE 616
SAN MATEO, CA 94402 		X
Former CEO & CFO

Signatures
/s/ John Borkholder - Attorney-in-fact 7/1/2013
** Signature of Reporting Person Date


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 control number.
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