SEC Form 4 · accession 0000899243-18-005806
MARRONE BIO INNOVATIONS INC · MBII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WADDELL & REED INC
10% Owner · Other
WADDELL & REED INVESTMENT MANAGEMENT CO
10% Owner · Other
WADDELL & REED FINANCIAL INC
10% Owner · Other
WADDELL & REED FINANCIAL SERVICES INC
10% Owner · Other
IVY INVESTMENT MANAGEMENT CO
10% Owner · Other
Period of report
Feb 26, 2018
Accepted (ET)
Feb 28, 2018 · 4:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441693
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F4,F3,F1,F2 | Feb 26, 2018 | J | 8,727,500 | — | D | 24,714,892 | I | See footnotes |
| Common StockF5,F4,F3,F1,F2 | Feb 26, 2018 | J | 8,727,500 | — | A | 24,714,892 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF5,F4,F3,F1,F2 | $1.91 | Feb 26, 2018 | J | 1,380,000 | D | Aug 20, 2015 | Aug 20, 2023 | Common Stock | 1,380,000 | 8,000,000 | I |
| WarrantF5,F4,F3,F1,F2 | $1.91 | Feb 26, 2018 | J | 1,380,000 | A | Aug 20, 2015 | Aug 20, 2023 | Common Stock | 1,380,000 | 8,000,000 | I |
| WarrantF5,F4,F3,F1,F2 | $1.25 | Feb 26, 2018 | J | 1,380,000 | D | Dec 31, 2018 | Dec 31, 2020 | Common Stock | 1,380,000 | 8,000,000 | I |
| WarrantF5,F4,F3,F1,F2 | $1.25 | Feb 26, 2018 | J | 1,380,000 | A | Dec 31, 2018 | Dec 31, 2020 | Common Stock | 1,380,000 | 8,000,000 | I |
Explanation of responses
- F1This 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").
- F2The 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.
- F3In 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.
- F4On 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.
- F5Represents 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.