Dominic Redfern Form 4/A Arcadia Biosciences / Dominic Redfern 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^*

Mandala Agribusiness Co-Investments I Ltd

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(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)
05/22/2015

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		C		8,705,808	A	(1)	8,705,808	D(2)(3)
Common Stock	05/20/2015		P		375,000	A	$8	9,080,808	I(3)	By Mandala Capital AG Limited

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 D Convertible Preferred Stock	(1)	05/20/2015		C			8,918,750	(1)	(1)	Common Stock	8,705,808	$0.00	0	D(2)(3)

1. Name and Address of Reporting Person^*

Mandala Agribusiness Co-Investments I Ltd

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mandala Agribusiness Fund

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Redfern Dominic

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gujadhur Tej

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gujadhur Sheokumar

(Last) (First) (Middle)

C/O GFIN CORPORATE SERVICES LTD.

9TH FLOOR, ORANGE TOWER

(Street)

CYBERCITY, EBENE O4

(City) (State) (Zip)

Explanation of Responses:

1. The Series D Preferred Stock converted into Arcadia Biosciences, Inc. common stock on a conversion ratio of one share of common stock for approximately every 1.0245 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.

2. The Series D preferred stock which converted into Arcadia Biosciences, Inc. common stock is held by Mandala Agribusiness Co-Investments I Limited.

3. Dominic Redfern, Tej Gujadhur and Sheokumar Gujadhur are members of the board of Mandala Agribusiness Fund, which exercises shared voting and investment power over the shares owned by Mandala Agribusiness Co-Investments I Limited and also the shares owned by Mandala Capital AG Limited. Dominic Redfern, Tej Gujadhur and Sheokumar Gujadhur disclaim beneficial ownership of all securities listed herein, except to the extent of their respective pecuniary interests therein.

Remarks:

	/s/ Tej Gujadhur - as Director of Mandala Agribusiness Co-Investments I Limited	06/05/2015
	/s/ Tej Gujadhur - as Director of Mandala Agribusiness Fund	06/05/2015
	/s/ Tej Gujadhur	06/05/2015
	/s/ Sheokumar Gujadhur	06/05/2015
	/s/ Dominic Redfern	06/05/2015
	** Signature of Reporting Person	Date
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