Edgar Filing: Landy Joseph P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Warburg Pincus Private Equity IX, L.P.

2. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [CERE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remark **

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2012		C		2,307,692	A	⁽¹⁾	2,307,692	D ⁽²⁾ ⁽³⁾
Common Stock	02/27/2012		C		153,115	A	⁽⁴⁾	2,460,807	D ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series F Convertible Preferred Stock

⁽¹⁾

02/27/2012

6,923,078

⁽¹⁾

Common Stock

2,307,692

$ 0

D ⁽²⁾ ⁽³⁾

Convertible Subordinated Promissory Note

$ 10.4

02/27/2012

$ 1,592,400

⁽⁴⁾

Common Stock

153,115

⁽⁴⁾

$ 0

D ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Warburg Pincus Private Equity IX, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X		See Remark **
Warburg Pincus IX LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X		See Remark **
Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X		See Remark **
WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY, NY 100173147	X	X		See Remark **
WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017		X

Signatures

/s/ Scott A. Arenare, Partner of Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus IX LLC, the general partner of Warburg Pincus Private Equity IX, L.P.		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Partner of Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus IX LLC		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Partner of Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Partner of Warburg Pincus & Co.		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, Managing Director of Warburg Pincus LLC		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, as attorney-in-fact for Charles R. Kaye *		02/28/2012
^**Signature of Reporting Person		Date
/s/ Scott A. Arenare, as attorney-in-fact for Joseph P. Landy *		02/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The 6,923,078 shares of Series F Convertible Preferred stock of Ceres, Inc., a Delaware corporation (the "Issuer"), were held by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), and automatically converted upon the closing of the Issuer's initial public offering on a one-for-one-third basis into 2,307,692 shares of common stock, par value $0.01 (the "Common Stock"), of the Issuer.
(2)	Warburg Pincus IX LLC, a New York limited liability company ("WP IX GP"), is the general partner of WP IX. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP IX GP. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP IX. Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP and the Co-Presidents and Managing Members of WP LLC and may be deemed to control WP IX, WP IX GP, WP Partners, WP and WP LLC (together with Messrs. Kaye and Landy, the "Warburg Pincus Reporting Persons").
(3)	By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP IX GP, WP Partners, WP, WP LLC and Messrs. Kaye and Landy may be deemed to be beneficial owners of the Common Stock of the Issuer held by WP IX. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP IX, herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Stock or any other securities of the Issuer reported in this Form 4. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of such securities, except to the extent it or he has a pecuniary interest in such securities.
(4)	The Convertible Subordinated Promissory Note (the "Convertible Note") was purchased by WP IX in connection with an August 2011 financing. The Convertible Note automatically converted into 153,115 shares of Common Stock upon the closing of the Issuer's initial public offering ("IPO") at a price per share equal to the public offering price with a 20% discount. Since the public offering price was $13.00, the price per share was $10.40.
Remarks: * Powers of Attorney given by Messrs. Kaye and Landy were previously filed with the U.S. Securities and Exchange Commission on March 2, 2006 as exhibits to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. Solely for the purposes of Section 16 of the Exchange Act, each of WP IX, WP IX GP, WP Partners and WP may be deemed a director-by-deputization. Although after the completion of the IPO the Warburg Pincus Reporting Persons no longer have a contractual right to a seat on the board of directors of the Issuer, Mr. Krieger is an elected director of the board of directors of the Issuer, and is also a Partner of WP and a Member and Managing Director of WP LLC. * Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

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