| Accession Number: | 0001209191-15-045956 |
| Date: | 2015-05-20 |
| Issuer: | ARCADIA BIOSCIENCES, INC. (RKDA) |
| Original Submission Date: |
SHUPP DARBY E
C/O ARCADIA BIOSCIENCES, INC.
202 COUSTEAU PLACE, SUITE 105
DAVIS, CA 95618
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2015-05-20 | P | 1,000,000 | a | $8.00 | 1,160,714 f1 | indirect | ||
| COMMON STOCK | 2015-05-20 | C | 15,170,451 | a | $0.00 | 16,331,165 f1 | indirect | ||
| COMMON STOCK | 2015-05-20 | C | 3,847,751 | a | $0.00 | 20,178,916 f1 | indirect | ||
| COMMON STOCK | 2015-05-20 | C | 2,336,448 | a | $0.00 | 22,515,364 f1 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES A CONVERTIBLE PREFERRED STOCK | 0.0 | 2015-05-20 | deemed execution date | C | 60,681,805 (d) | common stock 15,170,451 | $0.00 | 0 | indirect | by moral compass corporation | ||
| SERIES B CONVERTIBLE PREFERRED STOCK | 0.0 | 2015-05-20 | deemed execution date | C | 15,391,006 (d) | common stock 3,847,751 | $0.00 | 0 | indirect | by moral compass corporation | ||
| SERIES C CONVERTIBLE PREFERRED STOCK | 0.0 | 2015-05-20 | deemed execution date | C | 9,345,794 (d) | common stock 2,336,448 | $0.00 | 0 | indirect | by moral compass corporation |
| ID | footnote |
|---|---|
| f1 | ms. shupp is the cfo of moral compass corporation. moral compass corporation is owned by the john g. sperling 2012 irrevocable trusts no. 1, 2 and 3. ms. shupp serves as one of three trustees of the sperling trusts; these trustees share voting and investment power over the shares held by moral compass corporation. |
| f2 | the series a convertible preferred stock converted into the issuer's common stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the issuer's initial public offering of common stock, and had no expiration date. this conversion ratio reflected an adjustment due to the issuer's 1-for-4 reverse stock split effected on may 8, 2015. |
| f3 | the series b convertible preferred stock converted into the issuer's common stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the issuer's initial public offering of common stock, and had no expiration date. this conversion ratio reflected an adjustment due to the issuer's 1-for-4 reverse stock split effected on may 8, 2015. |
| f4 | the series c convertible preferred stock converted into the issuer's common stock at a conversion ratio of one share of common stock for every four shares of preferred stock upon the closing of the issuer's initial public offering of common stock, and had no expiration date. this conversion ratio reflected an adjustment due to the issuer's 1-for-4 reverse stock split effected on may 8, 2015. |
