0000899243-19-029736.txt : 20191220 0000899243-19-029736.hdr.sgml : 20191220 20191220150416 ACCESSION NUMBER: 0000899243-19-029736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191218 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Ag Science LLC CENTRAL INDEX KEY: 0001730557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191300648 BUSINESS ADDRESS: STREET 1: C/O DWIGHT ANDERSON STREET 2: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126025000 MAIL ADDRESS: STREET 1: C/O DWIGHT ANDERSON STREET 2: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Management, LLC CENTRAL INDEX KEY: 0001326533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191300649 BUSINESS ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5057 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Holding I, L.P. CENTRAL INDEX KEY: 0001392205 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191300650 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5000 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Management, Inc. CENTRAL INDEX KEY: 0001392203 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191300651 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5000 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anderson Dwight CENTRAL INDEX KEY: 0001392202 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191300652 MAIL ADDRESS: STREET 1: C/O OSPRAIE MANAGEMENT, LLC STREET 2: 320 PARK AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARRONE BIO INNOVATIONS INC CENTRAL INDEX KEY: 0001441693 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 205137161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 BUSINESS PHONE: 530-750-2800 MAIL ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 FORMER COMPANY: FORMER CONFORMED NAME: MARRONE ORGANICS INNOVATIONS INC DATE OF NAME CHANGE: 20080801 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-18 0 0001441693 MARRONE BIO INNOVATIONS INC MBII 0001730557 Ospraie Ag Science LLC C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001326533 Ospraie Management, LLC 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001392205 Ospraie Holding I, L.P. 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001392203 Ospraie Management, Inc. 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001392202 Anderson Dwight 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) Common Stock, $0.00001 par value 2019-12-18 4 M 0 3351542 A 42397080 D Warrant 1.00 2019-12-18 4 M 0 3351542 D 2021-12-31 Common Stock 3351542 18936254 D Warrant 1.75 2019-12-18 4 M 0 3351542 A 2023-01-01 Common Stock 3351542 3351542 D 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. (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. 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. (Continued from footnote 3) 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. On December 18, 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 3,351,542 warrants into shares of Common Stock and New Warrants 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 2019-12-20 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 2019-12-20 OSPRAIE HOLDING I, LP, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 2019-12-20 OSPRAIE MANAGEMENT, INC., Name: /s/ Dwight Anderson, Title: Sole Owner 2019-12-20 /s/ Dwight Anderson 2019-12-20 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information


Name:                                  Ospraie Management, LLC


Address:                               437 Madison Avenue, 28th Floor
                                       New York, NY 10022


Date of Event Requiring Statement:     12/18/19


Name:                                  Ospraie Holding I, LP


Address:                               437 Madison Avenue, 28th Floor
                                       New York, NY 10022


Date of Event Requiring Statement:     12/18/19


Name:                                  Ospraie Management, Inc.


Address:                               437 Madison Avenue, 28th Floor
                                       New York, NY 10022


Date of Event Requiring Statement:     12/18/19


Name:                                  Dwight Anderson


Address:                               437 Madison Avenue, 28th Floor
                                       New York, NY 10022


Date of Event Requiring Statement:     12/18/19