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)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2012
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 11/09/2012 J (1) 135,232 A $4.84 4,192,167 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
1. Name and Address of Reporting Person*
ARTAL LUXEMBOURG S A

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Artal International S.C.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Artal International Management S.A.

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

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

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

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

(Last) (First) (Middle)
10-12 AVENUE PASTEUR

(Street)
LUXEMBOURG N4 L-2310

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

(Last) (First) (Middle)
DE BOELELAAN 7,

(Street)
AMSTERDAM P7 NL1083 HJ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Minne Pascal

(Last) (First) (Middle)
PLACE STE. GUDULE, 19

(Street)
BRUXELLES C9 B-1000

(City) (State) (Zip)
Explanation of Responses:
1. On November 9, 2012, Artal Luxembourg S.A. acquired 135,232 shares of Issuer common stock from one of its affiliates that is not a Reporting Person.
2. The reported shares of Issuer common stock are owned directly by Artal Luxembourg S.A., which is a wholly owned subsidiary of Artal International S.C.A. Artal International Management S.A. is the managing partner 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 (the "Stichting"). Mr. Pascal Minne is the sole member of the board of the Stichting. Accordingly, each of the Reporting Persons may be deemed to be beneficial owners of the reported securities. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Artal Luxembourg S.A.'s representative on the Issuer's board of directors.
ARTAL LUXEMBOURG S.A., By:/s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director 11/13/2012
ARTAL INTERNATIONAL S.C.A., By: ARTAL INTERNATIONAL MANAGEMENT S.A., its managing partner, By:/s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director 11/13/2012
ARTAL INTERNATIONAL MANAGEMENT S.A., By:/s/ Anne Goffard, Name: Anne Goffard, Title: Managing Director 11/13/2012
ARTAL GROUP S.A., By:/s/ Anne Goffard, Name: Anne Goffard, Title: Authorized Person 11/13/2012
WESTEND S.A., By:/s/ Pascal Minne, Name: Pascal Minne, Title: Director 11/13/2012
STICHTING ADMINISTRATIEKANTOOR WESTEND, By: /s/ Pascal Minne, Name: Pascal Minne, Title: Sole Member of the Board 11/13/2012
PASCAL MINNE, /s/ Pascal Minne 11/13/2012
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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