Olivier de Vezin Edmund Martin 4

4 · Ceres, Inc. · Filed Feb 28, 2012

Insider Transaction Report

Form 4

Period: 2012-02-27

Ceres, Inc.CERE

Olivier de Vezin Edmund Martin

Director

Transactions

Conversion
Common Stock
[F1][F2]
2012-02-27+445,532→ 445,532 total(indirect: See footnote)
Conversion
Common Stock
[F1][F2]
2012-02-27+171,486→ 617,018 total(indirect: See footnote)
Conversion
Common Stock
[F1][F2]
2012-02-27+97,093→ 714,111 total(indirect: See footnote)
Conversion
Common Stock
[F1][F2]
2012-02-27+66,276→ 780,387 total(indirect: See footnote)
Conversion
Common Stock
[F1][F2]
2012-02-27+12,946→ 793,333 total(indirect: See footnote)
Conversion
Common Stock
[F1][F3]
2012-02-27+83,332→ 83,332 total(indirect: See footnote)
Conversion
Common Stock
[F1][F3]
2012-02-27+33,333→ 116,665 total(indirect: See footnote)
Conversion
Common Stock
[F1][F3]
2012-02-27+25,189→ 141,854 total(indirect: See footnote)
Conversion
Common Stock
[F1][F3]
2012-02-27+17,194→ 159,048 total(indirect: See footnote)
Conversion
Common Stock
[F1][F3]
2012-02-27+3,358→ 162,406 total(indirect: See footnote)
Conversion
Common Stock
[F1][F4]
2012-02-27+304,466→ 304,466 total(indirect: See footnote)
Conversion
Common Stock
[F1][F4]
2012-02-27+128,514→ 432,980 total(indirect: See footnote)
Conversion
Common Stock
[F1][F4]
2012-02-27+72,762→ 505,742 total(indirect: See footnote)
Conversion
Common Stock
[F1][F4]
2012-02-27+49,668→ 555,410 total(indirect: See footnote)
Conversion
Common Stock
[F1][F4]
2012-02-27+9,702→ 565,112 total(indirect: See footnote)
Conversion
Common Stock
[F1][F5]
2012-02-27+56,847→ 56,847 total(indirect: See footnote)
Conversion
Common Stock
[F1][F5]
2012-02-27+38,803→ 95,650 total(indirect: See footnote)
Conversion
Common Stock
[F1][F5]
2012-02-27+7,579→ 103,229 total(indirect: See footnote)
Conversion
Common Stock
[F6][F7]
2012-02-27+19,230→ 19,230 total(indirect: See footnote)
Conversion
Series A Convertible Preferred Stock
[F1][F2]
2012-02-27−1,336,600→ 0 total(indirect: See footnote)
→ Common Stock (445,532 underlying)
Conversion
Series B Convertible Preferred Stock
[F1][F2]
2012-02-27−514,458→ 0 total(indirect: See footnote)
→ Common Stock (171,486 underlying)
Conversion
Series C Convertible Preferred Stock
[F1][F2]
2012-02-27−291,279→ 0 total(indirect: See footnote)
→ Common Stock (97,093 underlying)
Conversion
Series C-1 Convertible Preferred Stock
[F1][F2]
2012-02-27−198,831→ 0 total(indirect: See footnote)
→ Common Stock (66,276 underlying)
Conversion
Series D Convertible Preferred Stock
[F1][F2]
2012-02-27−38,842→ 0 total(indirect: See footnote)
→ Common Stock (12,946 underlying)
Conversion
Series A Convertible Preferred Stock
[F1][F3]
2012-02-27−250,000→ 0 total(indirect: See footnote)
→ Common Stock (83,332 underlying)
Conversion
Series B Convertible Preferred Stock
[F1][F3]
2012-02-27−100,000→ 0 total(indirect: See footnote)
→ Common Stock (33,333 underlying)
Conversion
Series C Convertible Preferred Stock
[F1][F3]
2012-02-27−75,567→ 0 total(indirect: See footnote)
→ Common Stock (25,189 underlying)
Conversion
Series C-1 Convertible Preferred Stock
[F1][F3]
2012-02-27−51,584→ 0 total(indirect: See footnote)
→ Common Stock (17,194 underlying)
Conversion
Series D Convertible Preferred Stock
[F1][F3]
2012-02-27−10,076→ 0 total(indirect: See footnote)
→ Common Stock (3,358 underlying)
Conversion
Series A Convertible Preferred Stock
[F1][F4]
2012-02-27−913,400→ 0 total(indirect: See footnote)
→ Common Stock (304,466 underlying)
Conversion
Series B Convertible Preferred Stock
[F1][F4]
2012-02-27−385,542→ 0 total(indirect: See footnote)
→ Common Stock (128,514 underlying)
Conversion
Series C Convertible Preferred Stock
[F1][F4]
2012-02-27−218,288→ 0 total(indirect: See footnote)
→ Common Stock (72,762 underlying)
Conversion
Series C-1 Convertible Preferred Stock
[F1][F4]
2012-02-27−149,006→ 0 total(indirect: See footnote)
→ Common Stock (49,668 underlying)
Conversion
Series D Convertible Preferred Stock
[F1][F4]
2012-02-27−29,108→ 0 total(indirect: See footnote)
→ Common Stock (9,702 underlying)
Conversion
Series C Convertible Preferred Stock
[F1][F5]
2012-02-27−170,541→ 0 total(indirect: See footnote)
→ Common Stock (56,847 underlying)
Conversion
Series C-1 Convertible Preferred Stock
[F1][F5]
2012-02-27−116,413→ 0 total(indirect: See footnote)
→ Common Stock (38,803 underlying)
Conversion
Series D Convertible Preferred Stock
[F1][F5]
2012-02-27−22,741→ 0 total(indirect: See footnote)
→ Common Stock (7,579 underlying)
Conversion
Convertible Subordinated Promissory Note
[F6][F7]
2012-02-27→ 0 total(indirect: See footnote)
Exercise: $10.40→ Common Stock (19,230 underlying)

Holdings

Common Stock
6,666
Common Stock
[F8]
(indirect: See footnote)
221,111

Footnotes (8)

[F1]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.
[F2]By Oxford Bioscience Partners II LP, who directly holds these securities. The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
[F3]By Oxford Bioscience Partners Adjunct II LP, who directly holds these securities. The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners Adjunct II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
[F4]By Oxford Bioscience Partners Bermuda II Limited Partnership, who directly holds these securities. The reporting person is one of the general partners of OBP Management Bermuda II Limited Partnership, which is the general partner of Oxford Bioscience Partners Bermuda II Limited Partnership. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
[F5]By Oxford Bioscience Partners GS-Adjunct II LP, who directly holds these securities. The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners GS-Adjunct II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
[F6]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.
[F7]By the Edmund and Ellen Olivier Revocable Family Trust.
[F8]By Oxford Bioscience Management Partners II, who directly holds these securities. The reporting person is one of the general partners of Oxford Bioscience Management Partners II. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

Signature

/s/ Paul Kuc, Attorney-in-Fact for Edmund Martin Olivier de Vezin|2012-02-28

Documents

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