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* Mandala Agribusiness Co-Investments I Ltd (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LIMITED, 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2015	3. Issuer Name and Ticker or Trading Symbol Arcadia Biosciences, Inc. [ RKDA ]
		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)

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 D Preferred Stock	(1)	(1)	Common Stock	8,918,750	(1)	D(2)
Warrant (right to buy)	04/08/2014	(3)	Common Stock	668,906	18.164	D(2)
Warrant (right to buy)	05/05/2014	(4)	Common Stock	408,776	18.164	D(2)
Warrant (right to buy)	05/12/2014	(5)	Common Stock	37,161	18.164	D(2)

1. Name and Address of Reporting Person* Mandala Agribusiness Co-Investments I Ltd (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LIMITED, 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)

1. Name and Address of Reporting Person* Mandala Agribusiness Fund (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LTD. 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redfern Dominic (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LTD. 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gujadhur Tej (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LTD. 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gujadhur Sheokumar (Last) (First) (Middle) C/O GFIN CORPORATE SERVICES LTD. 9TH FLOOR, ORANGE TOWER (Street) CYBERCITY, EBENE O4 (City) (State) (Zip)

Explanation of Responses:

1. The Series D Convertible Preferred Stock is convertible into the issuer's common stock at a conversion ratio that is dependent upon the initial public offering price of the issuer's common stock in its initial public offering, and has no exiration date. It will convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 reverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series D Convertible Preferred Stock upon the conversion of the Series D Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

2. The Series D preferred stock and common stock issuable upon exercise of warrants are held by Mandala Agribusiness Co-Investments I Limited. Dominic Redfern, Tej Gujadhur and Sheokumar Gujadhur are members of the board of Mandala Agribusiness Fund, which exercises shared voting and investment power over the shares owned by Mandala Agribusiness Co-Investments I Limited. Dominic Redfern, Tej Gujadhur and Sheokumar Gujadhur disclaim beneficial ownership of all securities listed herein, except to the extent of their respective pecuniary interests therein.

3. The Warrant will expire on the later of April 8, 2019 or the second anniversary of the closing of the issuer's initial public offering.

4. The Warrant will expire on the later of May 5, 2019 or the second anniversary of the closing of the issuer's initial public offering.

5. The Warrant will expire on the later of May 12, 2019 or the second anniversary of the closing of the issuer's initial public offering.

Remarks:

	/s/ Tej Gujadhur, as Director of Mandala Agribusiness Co-Investments I Limited	05/12/2015
	/s/ Tej Gujadhur, as Director of Mandala Agribusiness Fund	05/12/2015
	/s/ Tej Gujadhur	05/12/2015
	/s/ Sheokumar Gujadhur	05/12/2015
	/s/ Dominic Redfern	05/12/2015
	** Signature of Reporting Person	Date
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