Edgar Filing: Olivier de Vezin Edmund Martin

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Olivier de Vezin Edmund Martin

2. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [CERE]

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 CERES, INC., 1535 RANCHO CONEJO BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012

(Street)

THOUSAND OAKS, CA 91320

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2012		C		445,532	A	⁽¹⁾	445,532	I	See footnote ⁽²⁾
Common Stock	02/27/2012		C		171,486	A	⁽¹⁾	617,018	I	See footnote ⁽²⁾
Common Stock	02/27/2012		C		97,093	A	⁽¹⁾	714,111	I	See footnote ⁽²⁾
Common Stock	02/27/2012		C		66,276	A	⁽¹⁾	780,387	I	See footnote ⁽²⁾
Common Stock	02/27/2012		C		12,946	A	⁽¹⁾	793,333	I	See footnote ⁽²⁾
Common Stock	02/27/2012		C		83,332	A	⁽¹⁾	83,332	I	See footnote ⁽³⁾
Common Stock	02/27/2012		C		33,333	A	⁽¹⁾	116,665	I	See footnote ⁽³⁾
Common Stock	02/27/2012		C		25,189	A	⁽¹⁾	141,854	I	See footnote ⁽³⁾
Common Stock	02/27/2012		C		17,194	A	⁽¹⁾	159,048	I	See footnote ⁽³⁾
Common Stock	02/27/2012		C		3,358	A	⁽¹⁾	162,406	I	See footnote ⁽³⁾
Common Stock	02/27/2012		C		304,466	A	⁽¹⁾	304,466	I	See footnote ⁽⁴⁾
Common Stock	02/27/2012		C		128,514	A	⁽¹⁾	432,980	I	See footnote ⁽⁴⁾
Common Stock	02/27/2012		C		72,762	A	⁽¹⁾	505,742	I	See footnote ⁽⁴⁾
Common Stock	02/27/2012		C		49,668	A	⁽¹⁾	555,410	I	See footnote ⁽⁴⁾
Common Stock	02/27/2012		C		9,702	A	⁽¹⁾	565,112	I	See footnote ⁽⁴⁾
Common Stock	02/27/2012		C		56,847	A	⁽¹⁾	56,847	I	See footnote ⁽⁵⁾
Common Stock	02/27/2012		C		38,803	A	⁽¹⁾	95,650	I	See footnote ⁽⁵⁾
Common Stock	02/27/2012		C		7,579	A	⁽¹⁾	103,229	I	See footnote ⁽⁵⁾
Common Stock	02/27/2012		C		19,230	A	⁽⁶⁾	19,230	I	See footnote ⁽⁷⁾
Common Stock								6,666	D
Common Stock								221,111	I	See footnote ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

02/27/2012

1,336,600

⁽¹⁾

Common Stock

445,532

$ 0

See footnote ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/27/2012

514,458

⁽¹⁾

Common Stock

171,486

$ 0

See footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/27/2012

291,279

⁽¹⁾

Common Stock

97,093

$ 0

See footnote ⁽²⁾

Series C-1 Convertible Preferred Stock

⁽¹⁾

02/27/2012

198,831

⁽¹⁾

Common Stock

66,276

$ 0

See footnote ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁾

02/27/2012

38,842

⁽¹⁾

Common Stock

12,946

$ 0

See footnote ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

02/27/2012

250,000

⁽¹⁾

Common Stock

83,332

$ 0

See footnote ⁽³⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/27/2012

100,000

⁽¹⁾

Common Stock

33,333

$ 0

See footnote ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/27/2012

75,567

⁽¹⁾

Common Stock

25,189

$ 0

See footnote ⁽³⁾

Series C-1 Convertible Preferred Stock

⁽¹⁾

02/27/2012

51,584

⁽¹⁾

Common Stock

17,194

$ 0

See footnote ⁽³⁾

Series D Convertible Preferred Stock

⁽¹⁾

02/27/2012

10,076

⁽¹⁾

Common Stock

3,358

$ 0

See footnote ⁽³⁾

Series A Convertible Preferred Stock

⁽¹⁾

02/27/2012

913,400

⁽¹⁾

Common Stock

304,466

$ 0

See footnote ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/27/2012

385,542

⁽¹⁾

Common Stock

128,514

$ 0

See footnote ⁽⁴⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/27/2012

218,288

⁽¹⁾

Common Stock

72,762

$ 0

See footnote ⁽⁴⁾

Series C-1 Convertible Preferred Stock

⁽¹⁾

02/27/2012

149,006

⁽¹⁾

Common Stock

49,668

$ 0

See footnote ⁽⁴⁾

Series D Convertible Preferred Stock

⁽¹⁾

02/27/2012

29,108

⁽¹⁾

Common Stock

9,702

$ 0

See footnote ⁽⁴⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/27/2012

170,541

⁽¹⁾

Common Stock

56,847

$ 0

See footnote ⁽⁵⁾

Series C-1 Convertible Preferred Stock

⁽¹⁾

02/27/2012

116,413

⁽¹⁾

Common Stock

38,803

$ 0

See footnote ⁽⁵⁾

Series D Convertible Preferred Stock

⁽¹⁾

02/27/2012

22,741

⁽¹⁾

Common Stock

7,579

$ 0

See footnote ⁽⁵⁾

Convertible Subordinated Promissory Note

$ 10.4

02/27/2012

$ 200,000

⁽⁶⁾

Common Stock

19,230

⁽⁶⁾

See footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Olivier de Vezin Edmund Martin C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320	X

Signatures

/s/ Paul Kuc, Attorney-in-Fact for Edmund Martin Olivier de Vezin		02/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	By the Edmund and Ellen Olivier Revocable Family Trust.
(8)	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.

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