SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ospraie Ag Science LLC

(Last) (First) (Middle)
C/O DWIGHT ANDERSON
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.00001 par value 12/30/2019 M(1)(2)(3)(4) 1,675,771 A (3)(4) 44,072,851 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $1 12/30/2019 M(1)(2)(3)(4) 1,675,771 (3)(4) 12/31/2021 Common Stock 1,675,771 (3)(4) 17,260,483 D
Warrant $1.75 12/30/2019 M(1)(2)(3)(4) 1,675,771 (3)(4) 01/01/2023 Common Stock 1,675,771 (3)(4) 1,675,771 D
1. Name and Address of Reporting Person*
Ospraie Ag Science LLC

(Last) (First) (Middle)
C/O DWIGHT ANDERSON
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
1. Name and Address of Reporting Person*
Ospraie Management, LLC

(Last) (First) (Middle)
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
1. Name and Address of Reporting Person*
Ospraie Holding I, L.P.

(Last) (First) (Middle)
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
1. Name and Address of Reporting Person*
Ospraie Management, Inc.

(Last) (First) (Middle)
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
1. Name and Address of Reporting Person*
Anderson Dwight

(Last) (First) (Middle)
437 MADISON AVENUE, 28TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
(See Remarks)
Explanation of Responses:
1. These securities of Marrone Bio Innovations, Inc. (the "Issuer") are or were held by Ospraie Ag Science LLC ("Ospraie LLC"). Ospraie Management, LLC ("Ospraie Management") is the investment manager of Ospraie LLC and has been delegated voting and investment power and thus beneficial ownership of the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC. Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the managing member of Ospraie Management. Ospraie Management, Inc. ("Ospraie Inc.") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the general partner of Ospraie Holding.
2. (Continued from Footnote 1) Dwight Anderson may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the Managing Principal of Ospraie Management, the sole owner of Ospraie Inc. and the sole managing member of Ospraie LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.
3. As previously disclosed, on August 6, 2019, the Issuer, Ospraie LLC, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval entered into a Warrant Amendment and Plan of Reorganization Agreement (the "Agreement") pursuant to which the Issuer has a right, so long as the closing price for the Issuer's common stock on its principal market immediately prior to the exercise of such right is in excess of the exercise price for the warrants, to require Ospraie LLC to exercise up to all of its warrants in exchange for the shares of Common Stock underlying such warrants and new warrants ("New Warrants") to purchase shares of Common Stock of the Issuer in an amount equal to the amount of warrants being required to be exercised. Such New Warrants will be first exercisable 180 days after issuance, will have a term expiring on January 1, 2023 and will have an exercise price of $1.75 per share.
4. (Continued from Footnote 3) On December 30, 2019, following receipt of notice from the Issuer that the Issuer was exercising its right pursuant to the Agreement to require Ospraie LLC to exercise warrants in exchange for shares of Common Stock of the Issuer and New Warrants, Ospraie LLC exercised 1,675,771 warrants into shares of Common Stock and New Warrants.
Remarks:
Each of Ospraie Ag Science LLC, Ospraie Management, LLC, Ospraie Holding I, LP, Ospraie Management, Inc. and Dwight Anderson (collectively, the "Reporting Persons") may be deemed a director by deputization of Marrone Bio Innovations, Inc. (the "Issuer") by virtue of the fact that Messrs. Robert A. Woods, Yogesh Mago, Keith McGovern and Stuart Woolf, representatives of the Reporting Persons, currently serve on the board of directors of the Issuer.
OSPRAIE AG SCIENCE LLC, Name: /s/ Dwight Anderson, Title: Managing Member 01/02/2020
OSPRAIE MANAGEMENT, LLC, By: Ospraie Holding I, L.P., its managing member, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 01/02/2020
OSPRAIE HOLDING I, LP, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 01/02/2020
OSPRAIE MANAGEMENT, INC., Name: /s/ Dwight Anderson, Title: Sole Owner 01/02/2020
/s/ Dwight Anderson 01/02/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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