SEC Form 4 · accession 0001019056-18-000279
MARRONE BIO INNOVATIONS INC · MBII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ardsley Partners Fund II, L.P.
10% Owner
ARDSLEY ADVISORY PARTNERS
10% Owner · Other
Philip J Hempleman
10% Owner
ARDSLEY PARTNERS I
10% Owner
Ardsley Duckdive Fund, L.P.
10% Owner
Period of report
Feb 5, 2018
Accepted (ET)
Feb 6, 2018 · 9:41 am 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 StockF1,F2,F3 | Feb 5, 2018 | P | 6,666,667 | $0.75 | A | 10,348,247 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3 | $1.00 | Feb 5, 2018 | P | 5,333,333 | A | Feb 5, 2018 | Dec 31, 2020 | Common Stock | 5,333,333 | 5,333,333 | I |
Explanation of responses
- F1This Form 4 is being filed by Ardsley Advisory Partners (the "Advisor") on behalf of itself and Ardsley Partners I (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 General Partner, the Renewable Energy Fund, the Advanced Healthcare Fund, the Fund II and the Duckdive Fund, the "Reporting Persons"). The General Partner serves as general partner to the Renewable Energy Fund, the Advanced Healthcare Fund and the Fund II. Hempleman is the Managing Partner of the Advisor and the General Partner and serves as the general partner to the Duckdive Fund.
- F2This Form 4 is being filed as a result of a securities purchase agreement between the Issuer and the Renewable Energy Fund in which the Renewable Energy Fund acquired 6,666,667 shares of the common stock of the Issuer and 5,333,333 warrants convertible into shares of common stock of the issuer. 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 General Partner, the Advisor and Hempleman, 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 General Partner and the Advisor are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Footnote (2) continued in Footnote (3).
- F3Footnote (3) continued from Footnote (2). Hempleman is the Managing Partner of the General Partner and the Advisor and serves as the general partner to the Duckdive Fund and 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 Hempleman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.