Eric J. Rey Form 3 Arcadia Biosciences / Eric J. Rey ownership change

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^*

Rey Eric J.

(Last) (First) (Middle)

C/O ARCADIA BIOSCIENCES, INC.

202 COUSTEAU PLACE, SUITE 105

(Street)

DAVIS CA 95618

(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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	0	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	12/31/2015	Common Stock	212,500	0.44	D
Employee Stock Option (right to buy)	(1)	06/30/2018	Common Stock	625,000	1.08	D
Employee Stock Option (right to buy)	(1)	10/31/2019	Common Stock	137,500	2.24	D
Employee Stock Option (right to buy)	(1)	12/31/2019	Common Stock	187,500	2.24	D
Employee Stock Option (right to buy)	(1)	12/31/2020	Common Stock	125,000	13.56	D
Employee Stock Option (right to buy)	(2)	12/31/2022	Common Stock	25,000	13.56	D
Employee Stock Option (right to buy)	(3)	10/29/2024	Common Stock	25,000	6.12	D

Explanation of Responses:

1. The option is fully exercisable as of the date hereof.

2. The option vested as to 25% of the shares on the date of grant, with the remaining 75% of shares vesting in equal quarterly installments beginning on March 31, 2013 and ending on December 31, 2015. All unvested shares shall become fully exercisable upon the closing of the issuer's initial public offering.

3. The option vested as to 50% of the shares on February 7, 2015, with the remaining 50% of shares vesting in equal monthly installments beginning on February 28, 2015 and ending on January 31, 2017.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Eric J. Rey	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).
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