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Filing Details

Accession Number:: 0000947871-12-000185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-02-28 20:22:01
Reporting Period:: 2012-02-27

Filing Date:: 2012-02-28
Accepted Time:: 2012-02-28 20:22:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
767884	Ceres Inc.	CERE	Agricultural Production-Crops (100)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1541305	Trust Ambergate	C/O Ceres, Inc. 1535 Rancho Conejo Boulevard Thousand Oaks CA 91320	No	No	Yes	No
1541307	(Ambergate) Ltd Guernsey Trust Rothschild	C/O Ceres, Inc. 1535 Rancho Conejo Boulevard Thousand Oaks CA 91320	No	No	Yes	No
1541383	C Dana Smith	C/O Ceres, Inc. 1535 Rancho Conejo Boulevard Thousand Oaks CA 91320	No	No	Yes	No
1541384	Trust Logi De Lynda	C/O Ceres, Inc. 1535 Rancho Conejo Boulevard Thousand Oaks CA 91320	No	No	Yes	No
1541385	Jr. W Robert Carlson	C/O Ceres, Inc. 1535 Rancho Conejo Boulevard Thousand Oaks CA 91320	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2012-02-27	359,000	$0.00	359,000	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	474,333	$0.00	685,444	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	213,332	$0.00	898,776	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	91,205	$0.00	989,981	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	139,425	$0.00	1,129,406	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	11,000	$0.00	1,140,406	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	102,666	$0.00	1,243,072	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	433,333	$0.00	1,676,405	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	322,115	$0.00	1,998,520	No	4	C	Direct
Common Stock	Acquisiton	2012-02-27	153,846	$13.00	2,152,366	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2012-02-27	1,077,000	$0.00	359,000	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2012-02-27	1,423,000	$0.00	474,333	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2012-02-27	640,000	$0.00	213,332	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2012-02-27	273,615	$0.00	91,205	$0.00
Common Stock	Series C-1 Convertible Preferred Stock	Disposition	2012-02-27	418,276	$0.00	139,425	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2012-02-27	33,000	$0.00	11,000	$0.00
Common Stock	Series F Convertible Preferred Stock	Disposition	2012-02-27	308,000	$0.00	102,666	$0.00
Common Stock	Series G Convertible Preferred Stock	Disposition	2012-02-27	1,300,000	$0.00	433,333	$0.00
Common Stock	Convertible Subordinated Promissory Note	Disposition	2012-02-27	0	$0.00	322,115	$10.40

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct

Footnotes

Each share of each series of preferred stock was convertible at any time on a 1-for-0.3333 basis into Common Stock, at the holder's election, and each share of each series of preferred stock automatically converted upon the closing of the Issuer's initial public offering. The shares of each series of preferred stock have no expiration date.
Rothschild Trust Guernsey Limited ("Rothschild") is the trustee for the Ambergate Trust and has full investment and voting authority over the shares held in the Ambergate Trust. Pursuant to a voting agreement, Rothschild also has the authority to vote the shares held in the Lynda De Logi Trust. Robert W. Carlson, Jr. and Dana C. Smith are the trustees for the Lynda De Logi Trust, and Mr. Carlson and Ms. Smith have full investment authority over the shares held in the Lynda De Logi Trust. Unless otherwise stated, the securities reported herein are held directly by the Ambergate Trust. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any.
The Lynda De Logi Trust directly holds these securities.
The Convertible Subordinated Promissory Note (the "Convertible Note") was purchased by the reporting person in connection with an August 2011 financing. The Convertible Note automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering at a price per share equal to the public offering price with a 20% discount. Since the public offering price was $13.00, the price per share is $10.40.