4//SEC Filing
Krieger David Benjamin 4
Accession 0000947871-12-000197
CIK 0000767884other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 8:58 PM ET
Size
13.9 KB
Accession
0000947871-12-000197
Insider Transaction Report
Form 4
Ceres, Inc.CERE
Krieger David Benjamin
Director
Transactions
- Conversion
Common Stock
2012-02-27+2,307,692→ 2,307,692 total(indirect: See footnotes) - Conversion
Common Stock
2012-02-27+153,115→ 2,460,807 total(indirect: See footnotes) - Conversion
Series F Convertible Preferred Stock
2012-02-27−6,923,078→ 0 total(indirect: See footnotes)→ Common Stock (2,307,692 underlying) - Conversion
Convertible Subordinated Promissory Note
2012-02-27→ 0 total(indirect: See footnotes)Exercise: $10.40→ Common Stock (153,115 underlying)
Footnotes (4)
- [F1]Each share of each series of preferred stock was convertible at any time on a one-for-one-third 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.
- [F2]The securities reported herein are beneficially owned by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"). Mr. Krieger, a director of the Issuer, is a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), which is the manager of WP IX. Mr. Krieger is also a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), which is the managing member of Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), which is the sole member of Warburg Pincus IX LLC, a New York limited liability company ("WP IX GP"), which is the general partner of WP IX. Messrs. Charles R. Kaye and Joseph P. Landy are the Co-Presidents and Managing Members of WP LLC and the Managing General Partners of WP and may be deemed to control WP IX, WP IX GP, WP Partners, WP and WP LLC.
- [F3]By reason of the provisions of Rule 16a-l of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP IX GP, WP Partners, WP, WP LLC and Messrs. Kaye, Landy and Krieger may be deemed to be the beneficial owners and have an indirect pecuniary interest in an indeterminate portion of the securities of the Issuer that may be deemed to be beneficially owned by WP IX. Each of WP IX GP, WP Partners, WP, WP LLC and Messrs. Kaye, Landy and Krieger disclaims beneficial ownership of such securities that may be deemed to be beneficially owned by WP IX, except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose or that any reporting person or other person has an obligation to file this Form 4.
- [F4]The Convertible Subordinated Promissory Note (the "Convertible Note") was purchased by WP IX 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.
Documents
Issuer
Ceres, Inc.
CIK 0000767884
Entity typeother
Related Parties
1- filerCIK 0001387043
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 8:58 PM ET
- Size
- 13.9 KB