0001019056-19-000679.txt : 20191220 0001019056-19-000679.hdr.sgml : 20191220 20191220181019 ACCESSION NUMBER: 0001019056-19-000679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191219 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS LP CENTRAL INDEX KEY: 0000900529 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303005 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER NAME: FORMER CONFORMED NAME: ARDSLEY ADVISORY PARTNERS DATE OF NAME CHANGE: 19940208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Advisory Partners GP LLC CENTRAL INDEX KEY: 0001785968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303006 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 355-0700 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners I GP LLC CENTRAL INDEX KEY: 0001504218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303007 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER NAME: FORMER CONFORMED NAME: Ardsley Partner I GP LLC DATE OF NAME CHANGE: 20190816 FORMER NAME: FORMER CONFORMED NAME: ARDSLEY PARTNERS I DATE OF NAME CHANGE: 20120110 FORMER NAME: FORMER CONFORMED NAME: ARDSLEY PARTNERS I LP DATE OF NAME CHANGE: 20101025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEMPLEMAN PHILIP J CENTRAL INDEX KEY: 0001025710 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Renewable Energy Fund, L.P. CENTRAL INDEX KEY: 0001485583 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303009 BUSINESS ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-355-0700 MAIL ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Fund II, L.P. CENTRAL INDEX KEY: 0000836048 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303010 BUSINESS ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 355-0700 MAIL ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 FORMER NAME: FORMER CONFORMED NAME: ARDSLEY PARTNERS FUND II L P DATE OF NAME CHANGE: 19880714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Partners Advanced Healthcare Fund, L.P. CENTRAL INDEX KEY: 0001667426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303011 BUSINESS ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 355-0700 MAIL ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ardsley Duckdive Fund, L.P. CENTRAL INDEX KEY: 0001675562 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191303012 BUSINESS ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 355-0700 MAIL ADDRESS: STREET 1: C/O ARDSLEY PARTNERS I GP, LLC STREET 2: 262 HARBOR DRIVE CITY: STAMFORD STATE: CT ZIP: 06902 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 ownership.xml X0306 4 2019-12-19 0 0001441693 MARRONE BIO INNOVATIONS INC MBII 0000900529 ARDSLEY ADVISORY PARTNERS LP 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 1 1 See Footnotes(1)(2) 0001785968 Ardsley Advisory Partners GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0001504218 Ardsley Partners I GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0001025710 HEMPLEMAN PHILIP J 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0001485583 Ardsley Partners Renewable Energy Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0000836048 Ardsley Partners Fund II, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0001667426 Ardsley Partners Advanced Healthcare Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) 0001675562 Ardsley Duckdive Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 0 1 See Footnotes(1)(2) Common Stock 2019-12-19 4 M 0 874326 1.00 A 12656268 I See Footnotes Warrant 1.00 2019-12-19 4 M 0 874326 0.75 D 2018-02-05 2021-12-31 Common Stock 874326 4459007 I See Footnotes This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. (the "Fund II"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Advanced Healthcare Fund, the Fund II, and the Duckdive Fund, the "Reporting Persons"). The Advisor General Partner serves as general partner to the Advisor. (Footnote 1 continued). The General Partner serves as general partner to the Renewable Energy Fund, the Advanced Healthcare Fund, and the Fund II. Hempleman services as managing member to the Advisor, the Advisor General Partner, and the General Partner, and serves as the general partner to the Duckdive Fund As previously disclosed, the Reporting Persons entered into a Warrant Amendment and Plan of Reorganization dated as of August 6, 2019, among the Issuer, the Renewable Energy Fund and certain parties thereto, in which the parties have agreed to extend the expiration date under the Warrants from December 31, 2020 to December 31, 2021. (Footnote 3 continued). The amounts set forth in Table I reflect the shares of Common Stock acquired by the Renewable Energy Fund upon exercise of the Warrants requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Reporting Persons disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the Advisor General Partner, the General Partner, or Hempleman are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ Steve Napoli, Partner 2019-12-20 EX-24 2 ex_24.htm EXHIBIT 24

Exhibit 24

Information Regarding Joint Filers

Designated Filer of Form 4: Ardsley Advisory Partners LP

Date of Earliest Transaction Required to be Reported: December 20, 2019

Issuer Name and Ticker Symbol: Marrone Bio Innovations Inc. (MBII)

Names:

Ardsley Advisory Partners LP, Ardsley Advisory Partners GP LLC, Ardsley Partners I GP LLC, Philip J. Hempleman, Ardsley Partners Renewable Energy Fund, L.P., Ardsley Partners Advanced Healthcare Fund, L.P., Ardsley Partners Fund II, L.P., and Ardsley Partners Duckdive Fund, L.P.

Address: Ardsley Advisory Partners

262 Harbor Drive, 4^th Floor

Stamford, CT 06902

Signatures:

The undersigned, Ardsley Advisory Partners LP, Ardsley Advisory Partners GP LLC, Ardsley Partners I GP LLC, Philip J. Hempleman, Ardsley Partners Renewable Energy Fund, L.P., Ardsley Partners Advanced Healthcare Fund, L.P., Ardsley Partners Fund II, L.P. , and Ardsley Partners Duckdive Fund, L.P. are jointly filing the attached Statement of Changes in Beneficial Ownership of Securities on Form 4 with respect to the beneficial ownership of securities of Marrone Bio Innovations Inc.

ARDSLEY ADVISORY PARTNERS LP

/s/ Steve Napoli

Signature

Steve Napoli/ Member of its general partner

Name/Title

ARDSLEY ADVISORY PARTNERS GP LLC

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

ARDSLEY PARTNER I GP LLC

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

PHILIP J. HEMPLEMAN

/s/ Steve Napoli*

Signature

Steve Napoli/Attorney-in Fact for Philip J. Hempleman

Name/Title

ARDSLEY PARTNERS FUND II, L.P.

By: Ardsley Partners I, General Partner

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND, L.P.

By: Ardsley Partners I GP LLC, General Partner

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.

By: Ardsley Partners I GP LLC, General Partner

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

ARDSLEY DUCKDIVE FUND, L.P.

By: Ardsley Partners I GP LLC, General Partner

/s/ Steve Napoli

Signature

Steve Napoli/Member

Name/Title

* Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit 2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated herein by reference.