Eric J. Rey Form 4 Arcadia Biosciences / Eric J. Rey 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^*

Rey Eric J.

(Last) (First) (Middle)

C/O ARCADIA BIOSCIENCES, INC.

202 COUSTEAU PLACE, SUITE 105

(Street)

DAVIS CA 95618

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2015

4. 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 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	10/01/2015		M		13,299	A	$0.44	77,459	D
Common Stock	10/01/2015		S(1)		4,600	D	$2.8722(2)	72,859	D
Common Stock	10/02/2015		M		9,259	A	$0.44	82,118	D
Common Stock	10/02/2015		S(1)		2,900	D	$2.9874(3)	79,218	D
Common Stock	10/05/2015		M		45,078	A	$0.44	124,296	D
Common Stock	10/05/2015		S(1)		14,136	D	$3.1509(4)	110,160	D

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
Employee Stock Option (right to buy)	$0.44	10/01/2015		M			13,299	(5)	12/31/2015	Common Stock	13,299	$0.00	98,052	D
Employee Stock Option (right to buy)	$0.44	10/02/2015		M			9,259	(5)	12/31/2015	Common Stock	9,259	$0.00	88,793	D
Employee Stock Option (right to buy)	$0.44	10/05/2015		M			45,078	(5)	12/31/2015	Common Stock	45,078	$0.00	43,715	D

Explanation of Responses:

1. The security transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Stock Trading Plan (the "Plan"), adopted by the Reporting Person on June 14, 2015. Pursuant to the Plan and in compliance with the Issuer's IPO Lock-up Agreements with Credit Suisse Securities (USA) ("CSSU"), the Reporting Person paid the exercise price and CSSU sold shares only to satisfy the tax liability and costs. The balance of the shares will be held until the expiration of the IPO Lock-up Agreements.

2. This transaction was executed in multiple trades at prices ranging from $2.78 to $3.04. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $2.94 to $3.05. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $2.97 to $3.28. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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

Remarks:

	Eric J. Rey, by Attorney in Fact, Sherry Mori	10/05/2015
	** 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).
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