0001144204-16-116362.txt : 20160803 0001144204-16-116362.hdr.sgml : 20160803 20160803210609 ACCESSION NUMBER: 0001144204-16-116362 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160801 FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ceres, Inc. CENTRAL INDEX KEY: 0000767884 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 1535 RANCHO CONEJO BLVD. CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: 805-376-6500 MAIL ADDRESS: STREET 1: 1535 RANCHO CONEJO BLVD. CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: CERES INC DATE OF NAME CHANGE: 19850504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flavell Richard Bailey CENTRAL INDEX KEY: 0001540919 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35421 FILM NUMBER: 161805496 MAIL ADDRESS: STREET 1: 1535 RANCHO CONEJO BOULEVARD CITY: THOUSAND OAKS STATE: CA ZIP: 91320 4 1 v445860_4.xml OWNERSHIP DOCUMENT X0306 4 2016-08-01 1 0000767884 Ceres, Inc. CERE 0001540919 Flavell Richard Bailey C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS CA 91320 1 0 0 0 Common Stock 2016-08-01 4 U 0 14022 0.40 D 0 D Stock options .23 2016-08-01 4 D 0 729 D 2026-04-05 Common Stock 726 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated June 16, 2016, by and among the Issuer, Land O'Lakes, Inc. ("Parent") and Roman Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's Common Stock for $0.40 per share (the "Offer Price"), without any interest and subject to any tax withholding. Merger Sub accepted for payment all of the shares tendered after the expiration of the Offer at 12:00 midnight, New York City time, at the end of Friday, July 29, 2016. These shares were tendered into the Offer. Pursuant to the Merger Agreement, at the effective time of the merger of Merger Sub with and into Issuer, this option was converted into a right to receive a per share cash payment equal to the difference between the per share exercise price of this option and the Offer Price, subject to any tax withholding. /s/ Richard Bailey Flavell 2016-08-03