SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Ambergate Trust

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

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2012
3. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [ CERE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 211,111 D (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (2) (2) Common Stock 474,333 (2) 0 D (1)
Series A Convertible Preferred Stock (2) (2) Common Stock 359,000 (2) 0 D (1) (3)
Series B Convertible Preferred Stock (2) (2) Common Stock 213,332 (2) 0 D (1)
Series C Convertible Preferred Stock (2) (2) Common Stock 91,205 (2) 0 D (1)
Series C-1 Convertible Preferred Stock (2) (2) Common Stock 139,425 (2) 0 D (1)
Series D Convertible Preferred Stock (2) (2) Common Stock 11,000 (2) 0 D (1)
Series F Convertible Preferred Stock (2) (2) Common Stock 102,666 (2) 0 D (1)
Series G Convertible Preferred Stock (2) (2) Common Stock 433,333 (2) 0 D (1)
Series F Common Stock Warrants (4) (4) Common Stock 20,533 19.5 D (1)
Series G Common Stock Warrants (5) (5) Common Stock 433,333 19.5 D (1)
1. Name and Address of Reporting Person*
Ambergate Trust

(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*
Lynda De Logi Trust

(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*
Rothschild Trust Guernsey Ltd (Ambergate)

(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*
Carlson Robert W Jr.

(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*
Smith Dana C

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

(Street)
THOUSAND OAKS CA 91320

(City) (State) (Zip)
Explanation of Responses:
1. Rothschild Trust Guernsey Ltd ("Rothschild") is the trustee for the Ambergate Trust and has full investment and voting authority over the shares held in the Ambergate Trust. Pursuant to a voting agreement, Rothschild also has the authority to vote the shares held in the Lynda De Logi Trust. Robert W. Carlson, Jr. and Dana C. Smith are the trustees for the Lynda De Logi Trust, and Mr. Carlson and Ms. Smith have full investment authority over the shares held in the Lynda De Logi Trust. Unless otherwise stated, the securities reported herein are held directly by the Ambergate Trust. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any.
2. Each share of each series of preferred stock is convertible at any time on a 1-for-0.3333 basis into Common Stock, at the holder's election, and has no expiration date. Each share of each series of preferred stock will automatically convert upon the closing of the Issuer's initial public offering.
3. The Lynda De Logi Trust directly holds these securities.
4. The Series F Common Stock Warrants are exercisable at any time, at the holder's election. The Series F Common Stock Warrants expire on the earlier of September 4, 2015, and the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
5. The Series G Common Stock Warrants are exercisable at any time, at the holder's election. The Series G Common Stock Warrants expire on the earlier of June 24, 2020, and the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Wilfriede van Assche, Attorney-in-Fact for The Ambergate Trust 02/08/2012
/s/ Wilfriede van Assche, Attorney-in-Fact for Rothschild Trust Guernsey Limited (Ambergate) 02/08/2012
/s/ Wilfriede van Assche, Attorney-in-Fact for The Lynda De Logi Trust 02/08/2012
/s/ Wilfriede van Assche, Attorney-in-Fact for Dana C. Smith 02/08/2012
/s/ Wilfriede van Assche, Attorney-in-Fact for Robert W. Carlson, Jr. 02/08/2012
** 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 5 (b)(v).
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