CUSIP No. 156773103
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13G
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1.
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Name of Reporting Person: Gimv N.V.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Belgium
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 1,569,072 (1)
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 1,569,072 (1)
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,569,072 (1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 6.3% (2)
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12.
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Type of Reporting Person (See Instructions): CO
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CUSIP No. 156773103
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13G
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1.
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Name of Reporting Person: Adviesbeheer Gimv Life Sciences 2004 N.V.
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2.
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Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization: Belgium
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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Sole Voting Power: 97,780 (1)
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6.
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Shared Voting Power: 0
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7.
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Sole Dispositive Power: 97,780 (1)
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8.
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Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 97,780 (1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9): 0.4% (2)
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12.
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Type of Reporting Person (See Instructions): CO
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Item 1.
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(a). Name of Issuer
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Ceres, Inc. (the “Issuer”)
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(b). Address of Issuer’s Principal Executive Offices:
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1535 Rancho Conejo Boulevard, Thousand Oaks, CA 91320
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office
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Item 2(c).
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Citizenship
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(i) Gimv N.V. (“Gimv”)
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Karel Oomsstraat 37, B-2018 Antwerpen, Belgium
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Citizenship: Belgium naamloze vennootschap
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(ii) Adviesbeheer Gimv Life Sciences 2004 N.V. (“Adviesbeheer Gimv 2004”)
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Karel Oomsstraat 37, B-2018 Antwerpen, Belgium
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Citizenship: Belgium naamloze vennootschap
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 (the “Shares”)
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Item 2(e).
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CUSIP Number: 156773103
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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This Item 3 is not applicable.
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Item 4.
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Ownership.
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(a) Amount beneficially owned:
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As of December 31, 2012, (i) Gimv is (A) the record owner of 1,344,882 Shares and (B) the beneficial owner of 1,569,072 Shares (including 75,472 Shares held of record by Adviesbeheer Gimv 2004 and 126,410 Shares and 22,308 Shares that may be acquired pursuant to the exercise of warrants held by Gimv and Adviesbeheer Gimv 2004, respectively) and (ii) Adviesbeheer Gimv 2004 is (A) the record owner of 75,472 Shares and (B) the beneficial owner of 97,780 Shares (including 22,308 Shares that may be acquired pursuant to the exercise of warrants held by Adviesbeheer Gimv 2004).
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(b) Percent of class:
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As of December 31, 2012, Gimv may be deemed the beneficial owner of approximately 6.3% of Shares outstanding and Adviesbeheer Gimv 2004 may be deemed the beneficial owner of approximately 0.4% of Shares outstanding. (There were 24,801,986 Shares issued and outstanding as of January 7, 2013, according to the Issuer’s quarterly report on Form 10-Q, filed January 10, 2013.)
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(c) Number of Shares as to which the Reporting Person has:
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Gimv:
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(i) Sole power to vote or to direct the vote:
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1,569,072
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(ii) Shared power to vote or to direct the vote:
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0
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(iii) Sole power to dispose or to direct the disposition of:
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1,569,072
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(iv) Shared power to dispose or to direct the disposition of:
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0
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Adviesbeheer Gimv 2004:
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(v) Sole power to vote or to direct the vote:
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97,780
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(vi) Shared power to vote or to direct the vote:
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0
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(vii) Sole power to dispose or to direct the disposition of:
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97,780
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(viii) Shared power to dispose or to direct the disposition of:
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0
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
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Item 10.
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Certification.
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Each of the Reporting Persons hereby makes the following certification:
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GIMV N.V.
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By:
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/s/ Guy Mampaey | /s/ Edmond Bastijns | |
Name:
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Guy Mampaey | Edmond Bastijns | |
Title:
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Gimv Partner | Gimv Partner | |
ADVIESBEHEER GIMV LIFE SCIENCES 2004 N.V.
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By:
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/s/ Guy Mampaey | /s/ Edmond Bastijns | |
Name:
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Guy Mampaey | Edmond Bastijns | |
Title:
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Gimv Partner | Gimv Partner | |