FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Arcadia Biosciences, Inc. [ RKDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/20/2015 | P | 1,000,000 | A | $8 | 1,160,714 | I | By Moral Compass Corporation(1) | ||
Common Stock | 05/20/2015 | C | 15,170,451 | A | $0.00 | 16,331,165 | I | By Moral Compass Corporation(1) | ||
Common Stock | 05/20/2015 | C | 3,847,751 | A | $0.00 | 20,178,916 | I | By Moral Compass Corporation(1) | ||
Common Stock | 05/20/2015 | C | 2,336,448 | A | $0.00 | 22,515,364 | I | By Moral Compass Corporation(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (2) | 05/20/2015 | C | 60,681,805 | (2) | (2) | Common Stock | 15,170,451 | $0.00 | 0 | I | By Moral Compass Corporation(1) | |||
Series B Convertible Preferred Stock | (3) | 05/20/2015 | C | 15,391,006 | (3) | (3) | Common Stock | 3,847,751 | $0.00 | 0 | I | By Moral Compass Corporation(1) | |||
Series C Convertible Preferred Stock | (4) | 05/20/2015 | C | 9,345,794 | (4) | (4) | Common Stock | 2,336,448 | $0.00 | 0 | I | By Moral Compass Corporation(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Terri Bishop and Peter Sperling both serve as 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 statement of changes in beneficial ownership of securities of the Issuer is reported on a Form 4 filed separately. |
2. The Series A Convertible Preferred Stock converted into the Issuer's Common Stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the Issuer's initial public offering of common stock, and had no expiration date. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015. |
3. The Series B Convertible Preferred Stock converted into the Issuer's Common Stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the Issuer's initial public offering of common stock, and had no expiration date. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015. |
4. The Series C Convertible Preferred Stock converted into the Issuer's Common Stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the Issuer's initial public offering of common stock, and had no expiration date. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015. |
Remarks: |
/s/ Philip Peters, as Attorney-in-Fact for Terri Bishop | 05/21/2015 | |
/s/ Philip Peters, as Attorney-in-Fact for Peter Sperling | 05/21/2015 | |
/s/ Philip Peters, as Attorney-in-Fact for Moral Compass Corporation | 05/21/2015 | |
/s/ Philip Peters, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 1 | 05/21/2015 | |
/s/ Philip Peters, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 2 | 05/21/2015 | |
/s/ Philip Peters, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 3 | 05/21/2015 | |
** 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 4 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |