SEC Form 4 · accession 0001209191-15-045956

Arcadia Biosciences, Inc. · RKDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darby E Shupp

Director · 10% Owner

Period of report

May 20, 2015

Accepted (ET)

May 22, 2015 · 1:34 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 Stock^F1	May 20, 2015	P	1,000,000	$8.00	A	1,160,714	I	By Moral Compass Corporation
Common Stock^F1	May 20, 2015	C	15,170,451	$0.00	A	16,331,165	I	By Moral Compass Corporation
Common Stock^F1	May 20, 2015	C	3,847,751	$0.00	A	20,178,916	I	By Moral Compass Corporation
Common Stock^F1	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	D/I
Series A Convertible Preferred Stock^F1,F2	—	May 20, 2015	C	60,681,805	D	—	—	Common Stock	15,170,451	I
Series B Convertible Preferred Stock^F1,F3	—	May 20, 2015	C	15,391,006	D	—	—	Common Stock	3,847,751	I
Series C Convertible Preferred Stock^F1,F4	—	May 20, 2015	C	9,345,794	D	—	—	Common Stock	2,336,448	I

Explanation of responses

F1Ms. 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.
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. This 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. This 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. This conversion ratio reflected an adjustment due to the Issuer's 1-for-4 reverse stock split effected on May 8, 2015.