Moral Compass Form 3 Arcadia Biosciences / G. Sperling 2012 Irrevocable Trust No. 3 John 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^*

BISHOP TERRI C

(Last) (First) (Middle)

C/O MORAL COMPASS CORPORATION

4835 E. EXETER BLVD.

(Street)

PHOENIX AZ 85018

(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)

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

5. 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 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	160,714	I	By Moral Compass Corporation(1)

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
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^*

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 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
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