0001144204-16-116361.txt : 20160803
0001144204-16-116361.hdr.sgml : 20160803
20160803210545
ACCESSION NUMBER: 0001144204-16-116361
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160801
FILED AS OF DATE: 20160803
DATE AS OF CHANGE: 20160803
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ceres, Inc.
CENTRAL INDEX KEY: 0000767884
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0831
BUSINESS ADDRESS:
STREET 1: 1535 RANCHO CONEJO BLVD.
CITY: THOUSAND OAKS
STATE: CA
ZIP: 91320
BUSINESS PHONE: 805-376-6500
MAIL ADDRESS:
STREET 1: 1535 RANCHO CONEJO BLVD.
CITY: THOUSAND OAKS
STATE: CA
ZIP: 91320
FORMER COMPANY:
FORMER CONFORMED NAME: CERES INC
DATE OF NAME CHANGE: 19850504
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brandys Pascal
CENTRAL INDEX KEY: 0001540915
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35421
FILM NUMBER: 161805495
MAIL ADDRESS:
STREET 1: 1535 RANCHO CONEJO BOULEVARD
CITY: THOUSAND OAKS
STATE: CA
ZIP: 91320
4
1
v445858_4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-08-01
1
0000767884
Ceres, Inc.
CERE
0001540915
Brandys Pascal
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD
THOUSAND OAKS
CA
91320
1
0
0
0
Common Stock
2016-08-01
4
U
0
7320
0.40
D
0
D
Stock options
.23
2016-08-01
4
D
0
729
D
2026-04-05
Common Stock
726
0
D
Pursuant 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.
These shares were tendered into the Offer.
Pursuant to the Merger Agreement, at the effective time of the merger of Merger Sub with and into Issuer, this option was converted into a right to receive a per share cash payment equal to the difference between the per share exercise price of this option and the Offer Price, subject to any tax withholding.
/s/ Paul Kuc, Attorney-in-Fact for Pascal Brandys
2016-08-03