SEC Filing | Arcadia Biosciences, Inc.

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SEC FORM 3 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^*

BISHOP TERRI C

(Last)

(First)

(Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(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	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)
Common Stock	160,714	I	By Moral Compass Corporation⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	60,681,805	⁽²⁾	I	By Moral Compass Corporation⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	15,391,006	⁽³⁾	I	By Moral Compass Corporation⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,345,794	⁽⁴⁾	I	By Moral Compass Corporation⁽¹⁾

1. Name and Address of Reporting Person^*

BISHOP TERRI C

(Last)

(First)

(Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SPERLING PETER V

(Last)

(First)

(Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Moral Compass Corp

(Last)

(First)

(Middle)

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

John G. Sperling 2012 Irrevocable Trust No. 1

(Last)

(First)

(Middle)

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

John G. Sperling 2012 Irrevocable Trust No. 2

(Last)

(First)

(Middle)

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

John G. Sperling 2012 Irrevocable Trust No. 3

(Last)

(First)

(Middle)

4835 E. EXETER BLVD.

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

Explanation of Responses:

1. Terri Bishop and Peter Sperling both serve as officers and directors of Moral Compass Corporation. Moral Compass Corporation is owned in equal amounts by the John G. Sperling 2012 Irrevocable Trust No. 1, the John G. Sperling 2012 Irrevocable Trust No. 2 and the John G. Sperling 2012 Irrevocable Trust No. 3 (the "Sperling Trusts"). Darby Shupp, a director of the issuer, Terri Bishop and Peter Sperling together serve as the three trustees of the Sperling Trusts and have shared voting and investment power over the shares held by Moral Compass Corporation. Ms. Shupp's beneficial ownership of securities of the issuer is reported on a Form 3 filed separately.

2. 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 inverse 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.

3. The Series B 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 inverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series B Convertible Preferred Stock upon the automatic conversion of the Series B Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

4. The Series C 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 inverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series C Convertible Preferred Stock upon the automatic conversion of the Series C Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Jeffrey Hamilton, as Attorney-in-Fact for Terri Bishop	05/14/2015
	Jeffrey Hamilton, as Attorney-in-Fact for Peter Sperling	05/14/2015
	Jeffrey Hamilton, as Attorney-in-Fact for Moral Compass Corporation	05/14/2015
	Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 1	05/14/2015
	Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 2	05/14/2015
	Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 3	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 constitute and appoint
each of Philip Peters and Jeffrey Hamilton of Farella Braun + Martel, LLP (any
of whom may act individually), the undersigned's true and lawful
attorney-in-fact and agents to:

     1.   Complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) (the "Exchange Act") and
          the rules and regulations promulgated thereunder, or any successor
          laws and regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of Arcadia Biosciences, Inc.
          (the "Company");

     2.   Do and perform any and all acts for and on behalf of the undersigned
          that may be necessary or desirable to prepare, complete and execute
          any such Form 3, 4 or 5 (including amendments thereto and joint filing
          agreements in connection therewith) and timely file such forms with
          the Securities and Exchange Commission (the "SEC") and any stock
          exchange, self-regulatory association or any other authority; and

     3.   Take any other action of any type whatsoever in connection with the
          foregoing that, in the opinion of any such attorney-in-fact, may be
          necessary or desirable in connection with the foregoing authority, it
          being understood that the documents executed by any 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 the attorney-in-fact may approve in the
          attorney-in-fact's discretion.

The undersigned hereby grants to each 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 or 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 attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is the Company assuming) any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to any
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Company and the attorneys-in-fact or, as to any
attorney-in-fact individually, if such attorney-in-fact is no longer employed by
Farella Braun + Martel LLP. This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.


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


                                  MORAL COMPASS CORPORATION

                                  By:       /s/ Darby Shupp
                                            ------------------------------
                                  Name:     Darby Shupp
                                  Title:    Secretary


                                  JOHN G. SPERLING 2012 IRREVOCABLE TRUST NO. 1


                                  By:        /s/ Darby Shupp
                                            ------------------------------
                                  Name:     Darby Shupp
                                  Title:    Trustee


                                  By:        /s/ Terri Bishop
                                            ------------------------------
                                  Name:     Terri Bishop
                                  Title:    Trustee


                                  JOHN G. SPERLING 2012 IRREVOCABLE TRUST NO. 2


                                  By:        /s/ Darby Shupp
                                            ------------------------------
                                  Name:     Darby Shupp
                                  Title:    Trustee


                                  By:        /s/ Terri Bishop
                                            ------------------------------
                                  Name:     Terri Bishop
                                  Title:    Trustee


                                  JOHN G. SPERLING 2012 IRREVOCABLE TRUST NO. 3


                                  By:        /s/ Darby Shupp
                                            -----------------------------
                                  Name:     Darby Shupp
                                  Title:    Trustee


                                  By:        /s/ Terri Bishop
                                            ------------------------------
                                  Name:     Terri Bishop
                                  Title:    Trustee


                                  By:       /s/ Terri Bishop
                                            ------------------------------
                                  Name:     Terri Bishop


                                  By:       /s/ Peter Sperling
                                            ------------------------------
                                  Name:     Peter Sperling