Edgar Filing: Smith Dana C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ambergate Trust

2. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [CERE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CERES, INC., 1535 RANCHO CONEJO BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012

(Street)

THOUSAND OAKS, CA 91320

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2012		C		359,000	A	⁽¹⁾	359,000	D ⁽²⁾ ⁽³⁾
Common Stock	02/27/2012		C		474,333	A	⁽¹⁾	685,444	D ⁽²⁾
Common Stock	02/27/2012		C		213,332	A	⁽¹⁾	898,776	D ⁽²⁾
Common Stock	02/27/2012		C		91,205	A	⁽¹⁾	989,981	D ⁽²⁾
Common Stock	02/27/2012		C		139,425	A	⁽¹⁾	1,129,406	D ⁽²⁾
Common Stock	02/27/2012		C		11,000	A	⁽¹⁾	1,140,406	D ⁽²⁾
Common Stock	02/27/2012		C		102,666	A	⁽¹⁾	1,243,072	D ⁽²⁾
Common Stock	02/27/2012		C		433,333	A	⁽¹⁾	1,676,405	D ⁽²⁾
Common Stock	02/27/2012		C		322,115	A	⁽⁴⁾	1,998,520	D ⁽²⁾
Common Stock	02/27/2012		P		153,846	A	$ 13	2,152,366	D ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

02/27/2012

1,077,000

⁽¹⁾

Common Stock

359,000

$ 0

D ⁽²⁾ ⁽³⁾

Series A Convertible Preferred Stock

⁽¹⁾

02/27/2012

1,423,000

⁽¹⁾

Common Stock

474,333

$ 0

D ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

02/27/2012

640,000

⁽¹⁾

Common Stock

213,332

$ 0

D ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

02/27/2012

273,615

⁽¹⁾

Common Stock

91,205

$ 0

D ⁽²⁾

Series C-1 Convertible Preferred Stock

⁽¹⁾

02/27/2012

418,276

⁽¹⁾

Common Stock

139,425

$ 0

D ⁽²⁾

Series D Convertible Preferred Stock

⁽¹⁾

02/27/2012

33,000

⁽¹⁾

Common Stock

11,000

$ 0

D ⁽²⁾

Series F Convertible Preferred Stock

⁽¹⁾

02/27/2012

308,000

⁽¹⁾

Common Stock

102,666

$ 0

D ⁽²⁾

Series G Convertible Preferred Stock

⁽¹⁾

02/27/2012

1,300,000

⁽¹⁾

Common Stock

433,333

$ 0

D ⁽²⁾

Convertible Subordinated Promissory Note

$ 10.4

02/27/2012

$ 3,350,000

⁽⁴⁾

Common Stock

322,115

⁽⁴⁾

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ambergate Trust C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320		X
Lynda De Logi Trust C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320		X
Rothschild Trust Guernsey Ltd (Ambergate) C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320		X
Carlson Robert W Jr. C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320		X
Smith Dana C C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320		X

Signatures

/s/ Paul Kuc, Attorney-in-Fact for The Ambergate Trust		02/28/2012
^**Signature of Reporting Person		Date
/s/ Paul Kuc, Attorney-in-Fact for The Lynda De Logi Trust		02/28/2012
^**Signature of Reporting Person		Date
/s/ Paul Kuc, Attorney-in-Fact for Rothschild Trust Guernsey Limited (Ambergate)		02/28/2012
^**Signature of Reporting Person		Date
/s/ Paul Kuc, Attorney-in-Fact for Robert W. Carlson, Jr.		02/28/2012
^**Signature of Reporting Person		Date
/s/ Paul Kuc, Attorney-in-Fact for Dana C. Smith		02/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of each series of preferred stock was convertible at any time on a 1-for-0.3333 basis into Common Stock, at the holder's election, and each share of each series of preferred stock automatically converted upon the closing of the Issuer's initial public offering. The shares of each series of preferred stock have no expiration date.
(2)	Rothschild Trust Guernsey Limited ("Rothschild") is the trustee for the Ambergate Trust and has full investment and voting authority over the shares held in the Ambergate Trust. Pursuant to a voting agreement, Rothschild also has the authority to vote the shares held in the Lynda De Logi Trust. Robert W. Carlson, Jr. and Dana C. Smith are the trustees for the Lynda De Logi Trust, and Mr. Carlson and Ms. Smith have full investment authority over the shares held in the Lynda De Logi Trust. Unless otherwise stated, the securities reported herein are held directly by the Ambergate Trust. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or her pecuniary interest therein, if any.
(3)	The Lynda De Logi Trust directly holds these securities.
(4)	The Convertible Subordinated Promissory Note (the "Convertible Note") was purchased by the reporting person in connection with an August 2011 financing. The Convertible Note automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering at a price per share equal to the public offering price with a 20% discount. Since the public offering price was $13.00, the price per share is $10.40.

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