UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
|
|
SCHEDULE 13D
|
|
|
|
Under the Securities Exchange Act of 1934
|
|
(Amendment No. 1)*
|
|
|
|
Marrone Bio Innovations, Inc.
|
|
(Name of Issuer)
|
|
|
|
Common Stock, $0.00001 par value
|
|
(Title of Class of Securities)
|
|
|
|
57165B106
|
|
(CUSIP Number)
|
|
|
|
Ospraie Ag Science LLC
c/o Dwight Anderson
437 Madison Avenue, 28th Floor
New York NY 10022
(212) 602-5000
|
|
(Name, Address and Telephone Number of Person
|
|
Authorized to Receive Notices and Communications)
|
|
|
|
August 6, 2019
|
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 57165B106
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON
Ospraie Ag Science LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC, OO (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
61,333,334 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,333,334 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,333,334 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
|||
|
|
|
|
|
(1)
|
Includes 30,666,667 shares of Common Stock of Marrone Bio Innovations, Inc. (the “Issuer”) issuable upon exercise
of warrants.
|
(2)
|
Based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the
Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission (“SEC”) on August 9, 2019.
|
CUSIP No. 57165B106
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON
Ospraie Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ] |
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
61,333,334 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,333,334 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,333,334 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
|||
|
|
|
|
|
(1)
|
Includes 30,666,667 shares of Common Stock of the Issuer issuable upon exercise of warrants.
|
(2)
|
Based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the
Issuer’s Form 10-Q/A filed with the SEC on August 9, 2019.
|
CUSIP No. 57165B106
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON
Ospraie Holding I, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
61,333,334 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,333,334 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,333,334 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
PN, HC
|
|||
|
|
|
|
|
(1)
|
Includes 30,666,667 shares of Common Stock of the Issuer issuable upon exercise of warrants.
|
(2)
|
Based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the
Issuer’s Form 10-Q/A filed with the SEC on August 9, 2019.
|
CUSIP No. 57165B106
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON
Ospraie Management, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
61,333,334 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,333,334 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,333,334 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|||
|
|
|
|
|
(1)
|
Includes 30,666,667 shares of Common Stock of the Issuer issuable upon exercise of warrants.
|
(2)
|
Based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the
Issuer’s Form 10-Q/A filed with the SEC on August 9, 2019.
|
CUSIP No. 57165B106
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON
Dwight Anderson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) ] [ ]
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF, PF, OO (see Item 3)
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
61,333,334 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
61,333,334 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
61,333,334 (1)
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
|||
|
|
|
|
|
(1)
|
Includes 30,666,667 shares of Common Stock of the Issuer issuable upon exercise of warrants.
|
(2)
|
Based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the
Issuer’s Form 10-Q/A filed with the SEC on August 9, 2019.
|
99.1 |
Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.
|
99.2 |
Warrant Amendment and Plan of Reorganization Agreement, dated August 6, 2019, by and among Marrone Bio Innovations, Inc., Ospraie AG Science LLC, Ardsley
Partners Renewable Energy Fund, L.P. and Ivan Saval (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 8, 2019).
|
99.3 |
Form of Warrant Issuable pursuant to the Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed with
the SEC on August 8, 2019).
|
99.4 |
Registration Rights Agreement, dated August 6, 2019, by and between Marrone Bio Innovations, Inc. and the investors named therein (incorporated by reference
to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 8, 2019).
|
OSPRAIE AG SCIENCE LLC |
||
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Managing Member
|
|
OSPRAIE MANAGEMENT, LLC |
||
By:
|
Ospraie Holding I, LP,
its managing member
|
|
By:
|
Ospraie Management, Inc.,
its general partner
|
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Sole Owner
|
OSPRAIE HOLDING I, LP |
||
By:
|
Ospraie Management, Inc.,
its general partner
|
|
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title: |
Sole Owner
|
OSPRAIE MANAGEMENT, INC. |
||
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Sole Owner
|
DWIGHT ANDERSON |
||
By:
|
/s/ Dwight Anderson
|
OSPRAIE AG SCIENCE LLC |
||
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Managing Member
|
|
OSPRAIE MANAGEMENT, LLC |
||
By:
|
Ospraie Holding I, LP,
its managing member
|
|
By:
|
Ospraie Management, Inc.,
its general partner
|
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Sole Owner
|
OSPRAIE HOLDING I, LP |
||
By:
|
Ospraie Management, Inc.,
its general partner
|
|
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title: |
Sole Owner
|
OSPRAIE MANAGEMENT, INC. |
||
By:
|
/s/ Dwight Anderson
|
|
Name:
|
Dwight Anderson
|
|
Title:
|
Sole Owner
|
DWIGHT ANDERSON |
||
By:
|
/s/ Dwight Anderson
|