SEC Form 4 · accession 0001144204-16-116360
Ceres, Inc. · CERE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wilfriede Margareta Maria van Assche
Officer — SVP & Gen. Counsel & Secretary
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 9:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000767884
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 1, 2016 | U | 5,228 | $0.40 | D | 0 | D | |
| Common Stock | Aug 1, 2016 | D | 438 | $0.40 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated June 16, 2016, by and among the Issuer, Land O'Lakes, Inc. ("Parent") and Roman Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's Common Stock for $0.40 per share (the "Offer Price"), without any interest and subject to any tax withholding. Merger Sub accepted for payment all of the shares tendered after the expiration of the Offer at 12:00 midnight, New York City time, at the end of Friday, July 29, 2016.
- F2These shares were tendered into the Offer.
- F3Pursuant to the Merger Agreement, at the effective time of the merger of Merger Sub with and into Issuer, these shares of restricted stock were cancelled in exchange for a per share cash payment equal to the Offer Price, subject to any tax withholding, at the effective time of the merger of Merger Sub with and into Issuer.