X0306 4 2016-08-01 1 0000767884 Ceres, Inc. CERE 0001540921 Hamilton Richard William C/O CERES, INC. 1535 RANCHO CONEJO BLVD. THOUSAND OAKS CA 91320 1 1 0 0 President and CEO Common Stock 2016-08-01 4 U 0 26199 0.40 D 0 D Common Stock 2016-08-01 4 D 0 1563 0.40 D 0 D Common Stock 2016-08-01 4 U 0 4166 0.40 D 0 I By Richard Hamilton 2011-Ceres GRAT 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, these shares of restricted stock were cancelled in exchange for a per share cash payment equal to the Offer Price, subject to any tax withholding, at the effective time of the merger of Merger Sub with and into Issuer. /s/ Richard William Hamilton 2016-08-03