Arcadia Biosciences, Inc. — Director's Dealing 2015

May 15, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Arcadia Biosciences, Inc. (RKDA)
CIK: 0001469443
Period of Report: 2015-05-14

Reporting Person: Shupp Darby E (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	160714	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (60681805)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (15391006)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (9345794)		Indirect

Footnotes

F1: Ms. Shupp is the CFO of Moral Compass Corporation. Moral Compass Corporation is owned by the John G. Sperling 2012 Irrevocable Trusts No. 1, 2 and 3. Ms. Shupp serves as one of three trustees of the Sperling trusts; these trustees share voting and investment power over the shares held by Moral Compass Corporation.

F2: The Series A Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 reverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series A Convertible Preferred Stock upon the automatic conversion of the Series A Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

F3: The Series B Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 reverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series B Convertible Preferred Stock upon the automatic conversion of the Series B Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.

F4: The Series C Convertible Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-4 reverse stock split effected by the issuer on the date hereof, which will result in a proportional adjustment to the conversion ratio of the Series C Convertible Preferred Stock upon the automatic conversion of the Series C Convertible Preferred Stock into common stock upon the closing of the issuer's initial public offering.