SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARTAL LUXEMBOURG S A

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [ CERE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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)
Code V Amount (A) or (D) Price
Common Stock 02/27/2012 C 98,369 A (1) 98,369 D (2)
Common Stock 02/27/2012 C 333,333 A (1) 431,702 D (2)
Common Stock 02/27/2012 C 1,423,856 A (1) 1,855,558 D (2)
Common Stock 02/27/2012 C 184,048 A (1) 2,039,606 D (2)
Common Stock 02/27/2012 C 47,054 A (1) 2,086,660 D (2)
Common Stock 02/27/2012 C 189,506 A (1) 2,276,166 D (2)
Common Stock 02/27/2012 C 453,846 A (1) 2,730,012 D (2)
Common Stock 02/27/2012 C 480,769 A (3) 3,210,781 D (2)
Common Stock 02/27/2012 P 846,154 A $13 4,056,935 D (2)
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 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: 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
Series A Convertible Preferred Stock (1) 02/27/2012 C 295,107 (1) (1) Common Stock 98,369 $0 0 D (2)
Series B Convertible Preferred Stock (1) 02/27/2012 C 1,000,000 (1) (1) Common Stock 333,333 $0 0 D (2)
Series C Convertible Preferred Stock (1) 02/27/2012 C 4,271,572 (1) (1) Common Stock 1,423,856 $0 0 D (2)
Series C-1 Convertible Preferred Stock (1) 02/27/2012 C 552,145 (1) (1) Common Stock 184,048 $0 0 D (2)
Series D Convertible Preferred Stock (1) 02/27/2012 C 141,166 (1) (1) Common Stock 47,054 $0 0 D (2)
Series F Convertible Preferred Stock (1) 02/27/2012 C 568,518 (1) (1) Common Stock 189,506 $0 0 D (2)
Series G Convertible Preferred Stock (1) 02/27/2012 C 1,361,538 (1) (1) Common Stock 453,846 $0 0 D (2)
Convertible Subordinated Promissory Note $10.4 02/27/2012 C $5,000,000 (3) (3) Common Stock 480,769 (3) 0 D (2)
1. Name and Address of Reporting Person*
ARTAL LUXEMBOURG S A

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARTAL INTERNATIONAL SCA

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARTAL GROUP S A

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WESTEND SA

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stichting Administratiekantoor Westend

(Last) (First) (Middle)
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
Explanation of Responses:
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 had no expiration date.
2. Artal Luxembourg S.A. is a wholly-owned subsidiary of Artal International S.C.A., which is a wholly-owned subsidiary of Artal Group S.A., which is a wholly-owned subsidiary of Westend S.A., which is a wholly-owned subsidiary of Stichting Administratiekantoor Westend. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any.
3. 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 conversion price per share is $10.40.
/s/ Paul Kuc, Attorney-in-Fact for Artal Luxembourg S.A. 02/28/2012
/s/ Paul Kuc, Attorney-in-Fact for Artal International S.C.A. 02/28/2012
/s/ Paul Kuc, Attorney-in-Fact for Artal Group S.A. 02/28/2012
/s/ Paul Kuc, Attorney-in-Fact for Westend S.A. 02/28/2012
/s/ Paul Kuc, Attorney-in-Fact for Stichting Administratiekantoor Westend 02/28/2012
** 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).
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