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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 160,714 | I | By Moral Compass Corporation(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Convertible Preferred Stock | (2) | (2) | Common Stock | 60,681,805 | (2) | I | By Moral Compass Corporation(1) |
Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 15,391,006 | (3) | I | By Moral Compass Corporation(1) |
Series C Convertible Preferred Stock | (4) | (4) | Common Stock | 9,345,794 | (4) | I | By Moral Compass Corporation(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Terri Bishop and Peter Sperling both serve as officers and 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 beneficial ownership of securities of the issuer is reported on a Form 3 filed separately. |
2. The Series A Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 inverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series A Convertible Preferred Stock upon the automatic conversion of the Series A Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering. |
3. The Series B Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 inverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series B Convertible Preferred Stock upon the automatic conversion of the Series B Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering. |
4. The Series C Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 inverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series C Convertible Preferred Stock upon the automatic conversion of the Series C Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering. |
Remarks: |
Exhibit 24.1: Power of Attorney |
/s/ Jeffrey Hamilton, as Attorney-in-Fact for Terri Bishop | 05/14/2015 | |
Jeffrey Hamilton, as Attorney-in-Fact for Peter Sperling | 05/14/2015 | |
Jeffrey Hamilton, as Attorney-in-Fact for Moral Compass Corporation | 05/14/2015 | |
Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 1 | 05/14/2015 | |
Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 2 | 05/14/2015 | |
Jeffrey Hamilton, as Attorney-in-Fact for John G. Sperling 2012 Irrevocable Trust No. 3 | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |