| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/26/2018 | J(4) | 8,727,500(5) | D | (4) | 24,714,892(3) | I | See footnotes(1)(2)(3)(4) | ||
| Common Stock | 02/26/2018 | J(4) | 8,727,500(5) | A | (4) | 24,714,892(3) | I | See footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $1.91 | 02/26/2018 | J(4) | 1,380,000(5) | 08/20/2015 | 08/20/2023 | Common Stock | 1,380,000 | (4) | 8,000,000(3) | I | See footnotes(1)(2)(3)(4) | |||
| Warrant | $1.91 | 02/26/2018 | J(4) | 1,380,000(5) | 08/20/2015 | 08/20/2023 | Common Stock | 1,380,000 | (4) | 8,000,000(3) | I | See footnotes(1)(2)(3)(4) | |||
| Warrant | $1.25 | 02/26/2018 | J(4) | 1,380,000(5) | 12/31/2018 | 12/31/2020 | Common Stock | 1,380,000 | (4) | 8,000,000(3) | I | See footnotes(1)(2)(3)(4) | |||
| Warrant | $1.25 | 02/26/2018 | J(4) | 1,380,000(5) | 12/31/2018 | 12/31/2020 | Common Stock | 1,380,000 | (4) | 8,000,000(3) | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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"). |
| 2. 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). The investment advisory contracts grant IICO all investment and/or voting power over securities owned by such advisory clients. Pursuant to investment sub-advisory contracts, IICO is granted investment power and, in most cases, voting power, over securities owned by sub-advisory clients. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO 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 WDR solely because of WDR's control relationship to IICO. |
| 3. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities that WDR and IICO may be deemed to beneficially own is reported herein. Each of WDR 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 WDR or IICO is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 4. On February 26, 2018, the assets of all open-end investment companies and other managed accounts which were advised or sub-advised by WRIMCO were transferred to similar open-end investment companies and other managed accounts which are advised or sub-advised by IICO (the "Reorganization"). WRIMCO is an investment advisory subsidiary of WRI, WRI is a broker-dealer and underwriting subsidiary of WRFSI, and WRFSI is a subsidiary of WDR. As a result of the Reorganization, WRIMCO, WRI, and WRFSI may no longer be deemed to have beneficial ownership of the Issuer's securities and are no longer subject to Section 16 of the Exchange Act. |
| 5. Represents the Issuer's securities that were beneficially owned by one or more open-end investment companies or other managed accounts which were advised or sub-advised by WRIMCO prior to the Reorganization and are, as result of the Reorganization, beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Joint Filer Information As a result of the Reorganization, WRIMCO, WRI, and WRFSI are no longer subject to Section 16 of the Exchange Act. |
| /s/ J.J.Richie, Attorney-In-Fact | 02/28/2018 | |
| /s/ J.J.Richie, Attorney-In-Fact | 02/28/2018 | |
| /s/ J.J.Richie, Attorney-In-Fact | 02/28/2018 | |
| /s/ J.J.Richie, Attorney-In-Fact | 02/28/2018 | |
| /s/ J.J.Richie, Attorney-In-Fact | 02/28/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||