SEC FORM 4

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^*

Ambergate Trust

(Last)

(First)

(Middle)

C/O CERES, INC.

1535 RANCHO CONEJO BOULEVARD

(Street)

THOUSAND OAKS

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)
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		359,000	A	⁽¹⁾	359,000	D⁽²⁾⁽³⁾
Common Stock	02/27/2012		C		474,333	A	⁽¹⁾	685,444	D⁽²⁾
Common Stock	02/27/2012		C		213,332	A	⁽¹⁾	898,776	D⁽²⁾
Common Stock	02/27/2012		C		91,205	A	⁽¹⁾	989,981	D⁽²⁾
Common Stock	02/27/2012		C		139,425	A	⁽¹⁾	1,129,406	D⁽²⁾
Common Stock	02/27/2012		C		11,000	A	⁽¹⁾	1,140,406	D⁽²⁾
Common Stock	02/27/2012		C		102,666	A	⁽¹⁾	1,243,072	D⁽²⁾
Common Stock	02/27/2012		C		433,333	A	⁽¹⁾	1,676,405	D⁽²⁾
Common Stock	02/27/2012		C		322,115	A	⁽⁴⁾	1,998,520	D⁽²⁾
Common Stock	02/27/2012		P		153,846	A	$13	2,152,366	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			1,077,000	⁽¹⁾	⁽¹⁾	Common Stock	359,000	$0	0	D⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			1,423,000	⁽¹⁾	⁽¹⁾	Common Stock	474,333	$0	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			640,000	⁽¹⁾	⁽¹⁾	Common Stock	213,332	$0	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			273,615	⁽¹⁾	⁽¹⁾	Common Stock	91,205	$0	0	D⁽²⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			418,276	⁽¹⁾	⁽¹⁾	Common Stock	139,425	$0	0	D⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			33,000	⁽¹⁾	⁽¹⁾	Common Stock	11,000	$0	0	D⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			308,000	⁽¹⁾	⁽¹⁾	Common Stock	102,666	$0	0	D⁽²⁾
Series G Convertible Preferred Stock	⁽¹⁾	02/27/2012		C			1,300,000	⁽¹⁾	⁽¹⁾	Common Stock	433,333	$0	0	D⁽²⁾
Convertible Subordinated Promissory Note	$10.4	02/27/2012		C			$3,350,000	⁽⁴⁾	⁽⁴⁾	Common Stock	322,115	⁽⁴⁾	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Ambergate Trust

(Last)

(First)

(Middle)

C/O CERES, INC.

1535 RANCHO CONEJO BOULEVARD

(Street)

THOUSAND OAKS

91320

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

91320

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

91320

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

91320

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Smith Dana C

(Last)

(First)

(Middle)

C/O CERES, INC.

1535 RANCHO CONEJO BOULEVARD

(Street)

THOUSAND OAKS

91320

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 have no expiration date.

2. Rothschild Trust Guernsey Limited ("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.

3. The Lynda De Logi Trust directly holds these securities.

4. 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.

	/s/ Paul Kuc, Attorney-in-Fact for The Ambergate Trust	02/28/2012
	/s/ Paul Kuc, Attorney-in-Fact for The Lynda De Logi Trust	02/28/2012
	/s/ Paul Kuc, Attorney-in-Fact for Rothschild Trust Guernsey Limited (Ambergate)	02/28/2012
	/s/ Paul Kuc, Attorney-in-Fact for Robert W. Carlson, Jr.	02/28/2012
	/s/ Paul Kuc, Attorney-in-Fact for Dana C. Smith	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).
** 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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