UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 7)*
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Marrone Bio Innovations, Inc.
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(Name of Issuer)
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Common Stock, $0.00001 par value
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(Title of Class of Securities)
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57165B106
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(CUSIP Number)
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Ospraie Ag Science LLC
c/o Dwight Anderson
437 Madison Avenue, 28th Floor
New York, NY 10022
(212) 602-5000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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April 28, 2020
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 57165B106
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Ospraie Ag Science LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
70,836,258 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
70,836,258 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,836,258 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (1)(2)
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14
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TYPE OF REPORTING PERSON
OO
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(1)
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Includes 19,268,316 shares of Common Stock of Marrone Bio Innovations, Inc. (the “Issuer”) issuable upon exercise of warrants.
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(2)
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Based on 145,531,261 shares of Common Stock of the Issuer outstanding as of March 13, 2020, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020, plus
3,392,581 shares of Common Stock of the Issuer issued upon exercise of warrants issued pursuant to the Warrant Exchange Agreement (as defined in Item 4 below).
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CUSIP No. 57165B106
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Ospraie Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
70,836,258 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
70,836,258 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,836,258 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (1)(2)
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14
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TYPE OF REPORTING PERSON
IA, OO
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(1)
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Includes 19,268,316 shares of Common Stock of the Issuer issuable upon exercise of warrants.
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(2)
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Based on 145,531,261 shares of Common Stock of the Issuer outstanding as of March 13, 2020, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2020, plus 3,392,581 shares of Common Stock of the
Issuer issued upon exercise of warrants issued pursuant to the Warrant Exchange Agreement (as defined in Item 4 below).
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CUSIP No. 57165B106
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Ospraie Holding I, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
70,836,258 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
70,836,258 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,836,258 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (1)(2)
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14
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TYPE OF REPORTING PERSON
PN, HC
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(1)
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Includes 19,268,316 shares of Common Stock of the Issuer issuable upon exercise of warrants.
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(2)
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Based on 145,531,261 shares of Common Stock of the Issuer outstanding as of March 13, 2020, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2020, plus 3,392,581 shares of Common Stock of the
Issuer issued upon exercise of warrants issued pursuant to the Warrant Exchange Agreement (as defined in Item 4 below).
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CUSIP No. 57165B106
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Ospraie Management, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
70,836,258 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
70,836,258 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,836,258 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (1)(2)
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14
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TYPE OF REPORTING PERSON
CO, HC
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(1)
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Includes 19,268,316 shares of Common Stock of the Issuer issuable upon exercise of warrants.
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(2)
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Based on 145,531,261 shares of Common Stock of the Issuer outstanding as of March 13, 2020, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2020, plus 3,392,581 shares of Common Stock of the
Issuer issued upon exercise of warrants issued pursuant to the Warrant Exchange Agreement (as defined in Item 4 below).
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CUSIP No. 57165B106
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Dwight Anderson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF, PF, OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
70,836,258 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
70,836,258 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
70,836,258 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.1% (1)(2)
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14
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TYPE OF REPORTING PERSON
IN, HC
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(1)
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Includes 19,268,316 shares of Common Stock of the Issuer issuable upon exercise of warrants.
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(2)
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Based on 145,531,261 shares of Common Stock of the Issuer outstanding as of March 13, 2020, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2020, plus 3,392,581 shares of Common Stock of the
Issuer issued upon exercise of warrants issued pursuant to the Warrant Exchange Agreement (as defined in Item 4 below).
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99.1 |
Warrant Exchange Agreement, dated April 29, 2020, by and among Marrone Bio Innovations, Inc., Ospraie AG Science LLC, Ardsley Partners Renewable Energy Fund, L.P., National Securities Corporation, Ivan Saval, Ivy Science &
Technology Fund and Ivy VIP Science & Technology (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 30, 2020).
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99.3 |
Form of Warrant Issuable pursuant to the Warrant Exchange Agreement (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 30, 2020).
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99.3 |
Registration Rights Agreement, dated April 29, 2020, by and among Marrone Bio Innovations, Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC
on April 30, 2020).
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OSPRAIE AG SCIENCE LLC
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By:
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/s/ Dwight Anderson
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Name:
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Dwight Anderson
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Title:
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Managing Member
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OSPRAIE MANAGEMENT, LLC
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By:
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Ospraie Holding I, LP,
its managing member
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By:
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Ospraie Management, Inc.,
its general partner
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By: |
/s/ Dwight Anderson |
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Name:
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Dwight Anderson
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Title:
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Sole Owner
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OSPRAIE HOLDING I, LP
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By:
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Ospraie Management, Inc.,
its general partner
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By:
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/s/ Dwight Anderson
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Name:
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Dwight Anderson
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Title:
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Sole Owner
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OSPRAIE MANAGEMENT, INC.
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By:
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/s/ Dwight Anderson
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Name:
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Dwight Anderson
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Title:
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Sole Owner
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DWIGHT ANDERSON
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By:
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/s/ Dwight Anderson
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