Edgar Filing: Olivier de Vezin Edmund Martin

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Olivier de Vezin Edmund Martin

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2012

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

(Last)

(First)

(Middle)

C/O CERES, INC.,Â 1535 RANCHO CONEJO BOULEVARD

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

THOUSAND OAKS,Â CAÂ 91320

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,666	D	Â
Common Stock	221,111	I ⁽¹⁾	By Oxford Bioscience Management Partners II

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	445,532 ⁽²⁾	$ 0	I ⁽³⁾	By Oxford Bioscience Partners II LP
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	83,332 ⁽²⁾	$ 0	I ⁽⁴⁾	By Oxford Bioscience Partners Adjunct II LP
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	304,466 ⁽²⁾	$ 0	I ⁽⁵⁾	By Oxford Bioscience Partners Bermuda II Limited Partnership
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	171,486 ⁽²⁾	$ 0	I ⁽³⁾	By Oxford Bioscience Partners II LP
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	33,333 ⁽²⁾	$ 0	I ⁽⁴⁾	By Oxford Bioscience Partners Adjunct II LP
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	128,514 ⁽²⁾	$ 0	I ⁽⁵⁾	By Oxford Bioscience Partners Bermuda II Limited Partnership
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	97,093 ⁽²⁾	$ 0	I ⁽³⁾	By Oxford Bioscience Partners II LP
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	56,847 ⁽²⁾	$ 0	I ⁽⁶⁾	By Oxford Bioscience Partners GS-Adjunct II LP
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	25,189 ⁽²⁾	$ 0	I ⁽⁴⁾	By Oxford Bioscience Partners Adjunct II LP
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	72,762 ⁽²⁾	$ 0	I ⁽⁵⁾	By Oxford Bioscience Partners Bermuda II Limited Partnership
Series C-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	66,276 ⁽²⁾	$ 0	I ⁽³⁾	By Oxford Bioscience Partners II LP
Series C-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	38,803 ⁽²⁾	$ 0	I ⁽⁶⁾	By Oxford Bioscience Partners GS-Adjunct II LP
Series C-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	17,194 ⁽²⁾	$ 0	I ⁽⁴⁾	By Oxford Bioscience Partners Adjunct II LP
Series C-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	49,668 ⁽²⁾	$ 0	I ⁽⁵⁾	By Oxford Bioscience Partners Bermuda II Limited Partnership
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	12,946 ⁽²⁾	$ 0	I ⁽³⁾	By Oxford Bioscience Partners II LP
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	7,579 ⁽²⁾	$ 0	I ⁽⁶⁾	By Oxford Bioscience Partners GS-Adjunct II LP
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,358 ⁽²⁾	$ 0	I ⁽⁴⁾	By Oxford Bioscience Partners Adjunct II LP
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	9,702 ⁽²⁾	$ 0	I ⁽⁵⁾	By Oxford Bioscience Partners Bermuda II Limited Partnership

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Olivier de Vezin Edmund Martin C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS,Â CAÂ 91320	Â X	Â X	Â	Â

Signatures

/s/ Wilfriede van Assche, Attorney-in-Fact for Edmund Martin Olivier de Vezin		02/08/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 reporting person is one of the general partners of Oxford Bioscience Management Partners II. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
(2)	Each share of each series of preferred stock is convertible at any time on a 1-for-0.3333 basis into Common Stock, at the holder's election, and has no expiration date. Each share of each series of preferred stock will automatically convert upon the closing of the Issuer's initial public offering.
(3)	The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
(4)	The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners Adjunct II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
(5)	The reporting person is one of the general partners of OBP Management Bermuda II LP, which is the general partner of Oxford Bioscience Partners Bermuda II Limited Partnership. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
(6)	The reporting person is one of the general partners of OBP Management II LP, which is the general partner of Oxford Bioscience Partners GS-Adjunct II LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
Â Remarks: ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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