0000899243-18-003132.txt : 20180207 0000899243-18-003132.hdr.sgml : 20180207 20180207183838 ACCESSION NUMBER: 0000899243-18-003132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140514 FILED AS OF DATE: 20180207 DATE AS OF CHANGE: 20180207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVY INVESTMENT MANAGEMENT CO CENTRAL INDEX KEY: 0001190088 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 18582315 BUSINESS ADDRESS: STREET 1: 6300 LAMAR AVENUE CITY: OVERLAND PARK STATE: KS ZIP: 66202 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: 6300 LAMAR AVENUE CITY: OVERLAND PARK STATE: KS ZIP: 66202 FORMER NAME: FORMER CONFORMED NAME: WADDELL & REED IVY INVESTMENT CO DATE OF NAME CHANGE: 20030212 FORMER NAME: FORMER CONFORMED NAME: IVY ACQUISITION CORP DATE OF NAME CHANGE: 20020917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADDELL & REED INC /KS/ CENTRAL INDEX KEY: 0000728757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 18582317 BUSINESS ADDRESS: STREET 1: P O BOX 29217 STREET 2: 6300 LAMAR AVE CITY: SHAWNEE MISSION STATE: KS ZIP: 66201 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: P O BOX 29217 STREET 2: 6300 LAMAR AVE CITY: SHAWNEE MISSION STATE: KS ZIP: 66201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADDELL & REED FINANCIAL INC CENTRAL INDEX KEY: 0001052100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 18582319 BUSINESS ADDRESS: STREET 1: 6300 LAMAR AVE CITY: OVERLAND PARK STATE: KS ZIP: 66202-4200 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: PO BOX 29217 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADDELL & REED INVESTMENT MANAGEMENT CO CENTRAL INDEX KEY: 0000903764 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 18582316 BUSINESS ADDRESS: STREET 1: PO BOX 29217 STREET 2: 6300 LAMAR AVE CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: PO BOX 29217 STREET 2: 6300 LAMAR AVE CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 FORMER NAME: FORMER CONFORMED NAME: WADDELL & REED INVESTMENT MANAGEMENT CO ET AL DATE OF NAME CHANGE: 19940824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WADDELL & REED FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001080165 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 18582318 BUSINESS ADDRESS: STREET 1: 6300 LAMAR AVE STREET 2: P O BOX 29217 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: 6300 LAMAR AVENUE STREET 2: P O BOX 29217 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 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 2014-05-14 0 0001441693 MARRONE BIO INNOVATIONS INC MBII 0001052100 WADDELL & REED FINANCIAL INC 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 0001080165 WADDELL & REED FINANCIAL SERVICES INC 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 0000728757 WADDELL & REED INC /KS/ 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 0000903764 WADDELL & REED INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 0001190088 IVY INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 Common Stock 2014-05-14 4 P 0 14500 9.4555 A 2029083 I See Footnotes Common Stock 2014-05-14 4 P 0 2200 9.4555 A 2031283 I See Footnotes Common Stock 2014-05-15 4 P 0 94021 9.2296 A 2125304 I See Footnotes Common Stock 2014-05-15 4 P 0 67800 9.2296 A 2193104 I See Footnotes Common Stock 2014-05-15 4 P 0 10400 9.2296 A 2203504 I See Footnotes Common Stock 2014-05-15 4 P 0 1500 9.2296 A 2205004 I See Footnotes Common Stock 2014-05-16 4 P 0 27988 9.2532 A 2232992 I See Footnotes Common Stock 2014-05-16 4 P 0 20300 9.2532 A 2253292 I See Footnotes Common Stock 2014-05-16 4 P 0 3200 9.2532 A 2256492 I See Footnotes Common Stock 2014-05-16 4 P 0 300 9.2532 A 2256792 I See Footnotes Common Stock 2014-06-06 4 P 0 1386600 9.50 A 3643392 I See Footnotes Common Stock 2014-06-06 4 P 0 946700 9.50 A 4590092 I See Footnotes Common Stock 2014-06-06 4 P 0 144700 9.50 A 4734792 I See Footnotes Common Stock 2014-06-06 4 P 0 22000 9.50 A 4756792 I See Footnotes Common Stock 2014-09-30 4 P 0 11300 2.7679 A 4768092 I See Footnotes Common Stock 2016-11-01 4 J 0 41900 2.00 D 4726192 I See Footnotes Common Stock 2017-02-01 4 S 0 800 2.1131 D 4725392 I See Footnotes Common Stock 2017-02-02 4 S 0 10500 2.1618 D 4714892 I See Footnotes Common Stock 2018-02-05 4 J 0 20000000 A 24714892 I See Footnotes Warrant 1.91 2015-08-20 4 P 0 4000000 0.00 A 2015-08-20 2023-08-20 Common Stock 4000000 4000000 I See Footnotes Warrant 1.25 2018-02-05 4 J 0 4000000 0.00 A 2018-12-31 2020-12-31 Common Stock 4000000 8000000 I See Footnotes This Form 4 is being filed by Waddell & Reed Financial, Inc. ("WDR") on behalf of itself and Waddell & Reed Financial Services, Inc. ("WRFSI"), Waddell & Reed, Inc. ("WRI"), Waddell & Reed Investment Management Company ("WRIMCO"), and Ivy Investment Management Company ("IICO" and, together with WDR, WRFSI, WRI, and WRIMCO, the "Reporting Persons"). The securities reported herein are beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO, an investment advisory subsidiary of WDR (a publicly traded company) or WRIMCO (an investment advisory subsidiary of WRI). WRI is a broker-dealer and underwriting subsidiary of WRFSI, and WRFSI is a subsidiary of WDR. Pursuant to investment sub-advisory contracts, IICO and WRIMCO are granted investment power and, in most cases, voting power, over securities owned by sub-advisory clients. Therefore, IICO and/or WRIMCO may be deemed the beneficial owner of the securities covered by this Form 4. Indirect "beneficial ownership," if any, of any such securities is attributed to the respective parent companies solely because of the parent companies' control relationship to WRIMCO and IICO. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities that the Reporting Persons may be deemed to beneficially own is reported herein. Each of WDR, WRFSI, WRI, WRIMCO, and IICO disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. Represents securities in a managed account that are no longer advised by IICO and/or WRIMCO following the termination of the relevant sub-advisory agreement by IICO and/or WRIMCO. On February 5, 2018, Marrone Bio Innovations, Inc. converted, pursuant to an amendment, dated December 15, 2017, to the senior secured promissory notes, dated as of August 20, 2015, in the aggregate principal amount of $40,000,000 (the "Waddell Notes"), issued and sold to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology, $35,000,000 aggregate principal amount of the Waddell Notes into an aggregate of 20,000,000 shares of Common Stock, a $1.75 per share conversion rate, and 4,000,000 warrants to purchase shares of Common Stock. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.262 to $9.60, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.091 to $9.27, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.12 to $9.30 , inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.65 to $2.86, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.08 to $2.15, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.15 to $2.18, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. On August 20, 2015, Marrone Bio Innovations, Inc. issued and sold to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology senior secured promissory notes in the aggregate principal amount of $40,000,000 and warrants to purchase up to 4,000,000 shares of Common Stock for an aggregate consideration of $40,000,000. Exhibit List: Exhibit 99.1 - Joint Filer Information /s/ J.J.Richie, Attorney-In-Fact 2018-02-07 /s/ J.J.Richie, Attorney-In-Fact 2018-02-07 /s/ J.J.Richie, Attorney-In-Fact 2018-02-07 /s/ J.J.Richie, Attorney-In-Fact 2018-02-07 /s/ J.J.Richie, Attorney-In-Fact 2018-02-07 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                                JOINT FILER INFORMATION

Name:                                   Waddell & Reed Financial, Inc.

Address:                                6300 Lamar Avenue
                                        Overland Park, Kansas 66202

Designated Filer:                       Waddell & Reed Financial, Inc.

Issuer and Ticker Symbol:               Marrone Bio Innovations, Inc. [MBII]

Date of Event
Requiring Statement:                    05/14/2014

WADDELL & REED FINANCIAL, INC.

By:   /s/ J.J. Richie
      -----------------------------
      J.J. Richie, Attorney-In-Fact


                                JOINT FILER INFORMATION

Name:                                   Waddell & Reed Financial Services, Inc.

Address:                                6300 Lamar Avenue
                                        Overland Park, Kansas 66202

Designated Filer:                       Waddell & Reed Financial, Inc.

Issuer and Ticker Symbol:               Marrone Bio Innovations, Inc. [MBII]

Date of Event
Requiring Statement:                    05/14/2014

WADDELL & REED FINANCIAL SERVICES, INC.

By:   /s/ J.J. Richie
      -----------------------------
      J.J. Richie, Attorney-In-Fact


                                JOINT FILER INFORMATION

Name:                                   Waddell & Reed, Inc.

Address:                                6300 Lamar Avenue
                                        Overland Park, Kansas 66202

Designated Filer:                       Waddell & Reed Financial, Inc.

Issuer and Ticker Symbol:               Marrone Bio Innovations, Inc. [MBII]

Date of Event
Requiring Statement:                    05/14/2014

WADDELL & REED, INC.

By:   /s/ J.J. Richie
      -----------------------------
      J.J. Richie, Attorney-In-Fact


                                JOINT FILER INFORMATION

Name:                                   Waddell & Reed Investment Management
                                        Company

Address:                                6300 Lamar Avenue
                                        Overland Park, Kansas 66202

Designated Filer:                       Waddell & Reed Financial, Inc.

Issuer and Ticker Symbol:               Marrone Bio Innovations, Inc. [MBII]

Date of Event
Requiring Statement:                    05/14/2014

WADDELL & REED INVESTMENT MANAGEMENT COMPANY

By:   /s/ J.J. Richie
      -----------------------------
      J.J. Richie, Attorney-In-Fact


                                JOINT FILER INFORMATION

Name:                                   Ivy Investment Management Company

Address:                                6300 Lamar Avenue
                                        Overland Park, Kansas 66202

Designated Filer:                       Waddell & Reed Financial, Inc.

Issuer and Ticker Symbol:               Marrone Bio Innovations, Inc. [MBII]

Date of Event
Requiring Statement:                    05/14/2014

IVY INVESTMENT MANAGEMENT COMPANY

By:   /s/ J.J. Richie
      -----------------------------
      J.J. Richie, Attorney-In-Fact