SEC Form 4 · accession 0001209191-15-045621
Arcadia Biosciences, Inc. · RKDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 20, 2015
Accepted (ET)
May 21, 2015 · 6:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001469443
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 20, 2015 | P | 1,000,000 | $8.00 | A | 1,160,714 | I | By Moral Compass Corporation |
| Common StockF1 | May 20, 2015 | C | 15,170,451 | $0.00 | A | 16,331,165 | I | By Moral Compass Corporation |
| Common StockF1 | May 20, 2015 | C | 3,847,751 | $0.00 | A | 20,178,916 | I | By Moral Compass Corporation |
| Common StockF1 | May 20, 2015 | C | 2,336,448 | $0.00 | A | 22,515,364 | I | By Moral Compass Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2 | — | May 20, 2015 | C | 60,681,805 | D | — | — | Common Stock | 15,170,451 | 0 | I |
| Series B Convertible Preferred StockF1,F3 | — | May 20, 2015 | C | 15,391,006 | D | — | — | Common Stock | 3,847,751 | 0 | I |
| Series C Convertible Preferred StockF1,F4 | — | May 20, 2015 | C | 9,345,794 | D | — | — | Common Stock | 2,336,448 | 0 | I |
Explanation of responses
- F1Terri Bishop and Peter Sperling both serve as 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 statement of changes in beneficial ownership of securities of the Issuer is reported on a Form 4 filed separately.
- F2The 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. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015.
- F3The 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. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015.
- F4The 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. The conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015.