Arcadia Biosciences (RKDA) Form 4 Arcadia Biosciences / G. Sperling 2012 Irrevocable Trust No. 3 John ownership change

SEC Form 4

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^*

BISHOP TERRI C

(Last) (First) (Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX AZ 85018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcadia Biosciences, Inc. [ RKDA ]

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

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

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			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)
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^*

BISHOP TERRI C

(Last) (First) (Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX AZ 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 AZ 85018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Moral Compass Corp

(Last) (First) (Middle)

4835 E. EXETER BLVD.

(Street)

PHOENIX AZ 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 AZ 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 AZ 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 AZ 85018

(City) (State) (Zip)

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
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