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 *
  Goldberg Robert Bruce
 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., 1535 RANCHO CONEJO BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

THOUSAND OAKS, CA 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 184,444
I
By The Robert B. Goldberg Revocable Living Trust

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right To Buy)   (1) 01/01/2016 Common Stock 5,000 $ 3.9 D  
Stock Option (Right To Buy)   (1) 06/13/2017 Common Stock 5,000 $ 6.75 D  
Stock Option (Right To Buy)   (1) 06/03/2018 Common Stock 5,000 $ 6.75 D  
Stock Option (Right To Buy)   (2) 03/25/2019 Common Stock 5,000 $ 6.75 D  
Stock Option (Right To Buy)   (3) 07/19/2021 Common Stock 5,000 $ 17.16 D  
Series A Convertible Preferred Stock   (4)   (4) Common Stock 3,333 $ 0 I By The Robert B. Goldberg Revocable Living Trust
Series C Convertible Preferred Stock   (4)   (4) Common Stock 249 $ 0 I By The Robert B. Goldberg Revocable Living Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goldberg Robert Bruce
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CA 91320		   X      

Signatures

/s/ Wilfriede van Assche, Attorney-in-Fact for Robert Bruce Goldberg 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 option is fully vested and exercisable.
(2) The option is subject to an early exercise provision and is immediately exercisable in full. One-fourth of the shares subject to the option vested on January 1, 2010, and one forty-eighth of the shares vest monthly thereafter.
(3) The option is subject to an early exercise provision and is immediately exercisable in full. One-fourth of the shares subject to the option vested on January 1, 2012, and one forty-eighth of the shares vest monthly thereafter.
(4) 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.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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