Ardsley Advisory Partners GP Form 4 MARRONE BIO INNOVATIONS / PHILIP J HEMPLEMAN ownership change

SEC Form 4

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^*

ARDSLEY ADVISORY PARTNERS LP

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnotes(1)(2)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/01/2020		M(1)(2)(3)(4)(5)		429,176	A	(1)(4)	13,959,758	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	04/29/2020		M(3)(4)			2,127,498	(3)(4)(5)	12/31/2021	Common Stock	2,127,498	(1)(2)(4)	0	I	See Footnotes(1)(2)(3)
Warrant	$1.75	04/29/2020		M(3)(4)			3,205,835	(3)(4)(5)	01/01/2023	Common Stock	3,205,835	(1)(2)(4)	0	I	See Footnotes(1)(2)(3)
Warrant	$0.75	04/29/2020		A(4)		429,176		04/29/2020	05/01/2020	Common Stock	429,176	(1)(2)(4)	429,176	I	See Footnotes(1)(2)(3)
Warrant	$0.75	04/29/2020		A(4)		343,341		04/29/2020	09/15/2020	Common Stock	343,341	(1)(2)(4)	343,341	I	See Footnotes(1)(2)(3)
Warrant	$0.75	04/29/2020		A(4)		1,648,037		04/29/2020	12/15/2020	Common Stock	1,648,037	(1)(2)(4)	1,648,037	I	See Footnotes(1)(2)(3)
Warrant	$0.75	04/29/2020		A(4)		741,617		04/29/2020	03/15/2021	Common Stock	741,617	(1)(2)(4)	741,617	I	See Footnotes(1)(2)(3)
Warrant	$0.75	04/29/2020		A(4)		618,014		04/29/2020	12/15/2021	Common Stock	618,014	(1)(2)(4)	618,014	I	See Footnotes(1)(2)(3)
Warrant	$0.75	05/01/2020		M(3)			429,176	04/29/2020	05/01/2020	Common Stock	429,176	(1)(2)(4)	0	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

ARDSLEY ADVISORY PARTNERS LP

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Advisory Partners GP LLC

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Partners I GP LLC

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEMPLEMAN PHILIP J

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Partners Renewable Energy Fund, L.P.

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Partners Fund II, L.P.

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Partners Advanced Healthcare Fund, L.P.

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ardsley Duckdive Fund, L.P.

(Last) (First) (Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. (Footnote 1 continued). The Advisor General Partner serves as general partner to the Advisor. 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

3. As previously disclosed, the Reporting Persons entered into a Warrant Amendment and Plan of Reorganization dated as of August 6, 2019 (the "Agreement"), 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.

4. On April 29, 2020, the Reporting Persons entered into a Warrant Exchange Agreement (the "Warrant Exchange Agreement") among the Issuer, the Renewable Energy Fund and certain parties thereto, pursuant to which Renewable Energy Fund exchanged all of the warrants to purchase Issuer Common Stock held by it for five tranches of new warrants ("New Warrants") to purchase Common Stock of the Issuer, totaling 3,780,185 New Warrants in the aggregate. Each New Warrant received by Renewable Energy Fund from the Issuer pursuant to the Warrant Exchange Agreement has an exercise price of $0.75.

5. 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	05/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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