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 *   Krieger David Benjamin 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)

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
Series F Convertible Preferred Stock	  (1)	  (1)	Common Stock	2,307,692 (1)	$ 0	I (2) (3)	By Warburg Pincus Private Equity IX, L.P.
Series F Common Stock Warrants	  (4)	  (4)	Common Stock	461,538	$ 19.5	I (2) (3)	By Warburg Pincus Private Equity IX, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Krieger David Benjamin C/O CERES, INC. 1535 RANCHO CONEJO BOULEVARD THOUSAND OAKS, CA 91320	  X	Â	Â	Â

Signatures

/s/ David Benjamin Krieger		02/21/2012
**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)	Each share of each series of preferred stock is convertible at any time on a one-for-one-third 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.
(2)	Mr. Krieger, a director of the Issuer, is a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), which is the manager of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"). Mr. Krieger is also a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), which is the managing member of Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), which is the sole member of Warburg Pincus IX LLC, a New York limited liability company ("WP IX GP"), which is the general partner of WP IX. Messrs. Charles R. Kaye and Joseph P. Landy are the Co-Presidents and Managing Members of WP LLC and the Managing General Partners of WP and may be deemed to control WP IX, WP IX GP, WP Partners, WP and WP LLC.
(3)	By reason of the provisions of Rule 16a-l of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP IX GP, WP Partners, WP, WP LLC and Messrs. Kaye, Landy and Krieger may be deemed to be the beneficial owners and have an indirect pecuniary interest in an indeterminate portion of the securities of the Issuer that may be deemed to be beneficially owned by WP IX. Each of WP IX GP, WP Partners, WP, WP LLC and Messrs. Kaye, Landy and Krieger disclaims beneficial ownership of such securities that may be deemed to be beneficially owned by WP IX, except to the extent of any pecuniary interest therein. This Form 3 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose or that any reporting person or other person has an obligation to file this Form 3.
(4)	The Series F Common Stock Warrants are exercisable at any time, at the holder's election. The Series F Common Stock Warrants expire on the earlier of September 4, 2015, and the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

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