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* Knauf Vic C. (Last) (First) (Middle) C/O ARCADIA BIOSCIENCES, INC. 202 COUSTEAU PLACE, SUITE 105 (Street) DAVIS CA 95618 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2015	3. Issuer Name and Ticker or Trading Symbol Arcadia Biosciences, Inc. [ RKDA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	0	D

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
Employee Stock Option (right to buy)	(1)	12/31/2015	Common Stock	47,500	0.44	D
Employee Stock Option (right to buy)	(1)	06/30/2018	Common Stock	252,500	1.08	D
Employee Stock Option (right to buy)	(1)	10/31/2019	Common Stock	53,000	2.24	D
Employee Stock Option (right to buy)	(1)	12/31/2019	Common Stock	75,000	2.24	D
Employee Stock Option (right to buy)	(1)	12/31/2020	Common Stock	18,750	13.56	D
Employee Stock Option (right to buy)	(2)	12/31/2022	Common Stock	25,000	13.56	D
Employee Stock Option (right to buy)	(3)	10/29/2024	Common Stock	12,500	6.12	D
Series A Convertible Preferred Stock	(4)	(4)	Common Stock	31,250	(4)	D
Series D Convertible Preferred Stock	(5)	(5)	Common Stock	3,268	(5)	D
Warrant (right to buy)	03/28/2014	(6)	Common Stock	408	18.164	D

Explanation of Responses:

1. The option is fully exercisable as of the date hereof.

2. The option vested as to 25% of the shares on the date of grant, with the remaining 75% of shares vesting in equal quarterly installments beginning on March 31, 2013 and ending on December 31, 2015. All unvested shares shall become fully exercisable upon the closing of the issuer's initial public offering.

3. The option vested as to 50% of the shares on February 7, 2015, with the remaining 50% of shares vesting in equal monthly installments beginning on February 28, 2015 and ending on January 31, 2017.

4. The Series A Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically 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 A Convertible Preferred Stock upon the automatic conversion of the Series A Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

5. 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 expiration date. It will automatically 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 automatic conversion of the Series D Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

6. The Warrant will expire on the later of March 28, 2019 or the second anniversary of the closing of the issuer's initial public offering.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Vic C. Knauf	05/14/2015
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Thomas P. O'Neil, Wendy S. Neal, Pam Haley and Sherry Mori, signing
singly, the undersigned's true and lawful attorney-in-fact to:
 (1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Arcadia Biosciences, Inc. (the "Company"),
Forms 3, 4 and 5  (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
and timely file such form (including amendments thereto) with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and
(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and such attorney-in-fact for any
legal or other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorney-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof as of a later
date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of  May, 2015.

/s/ Vic C. Knauf
Signature
Vic C. Knauf
Print Name