Ospraie Ag Science LLC 4
4 · MARRONE BIO INNOVATIONS INC · Filed Dec 20, 2019
Insider Transaction Report
Form 4
Ospraie Ag Science LLC
Director10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock, $0.00001 par value
2019-12-18+3,351,542→ 42,397,080 total - Exercise/Conversion
Warrant
2019-12-18−3,351,542→ 18,936,254 totalExercise: $1.00Exp: 2021-12-31→ Common Stock (3,351,542 underlying) - Exercise/Conversion
Warrant
2019-12-18+3,351,542→ 3,351,542 totalExercise: $1.75Exp: 2023-01-01→ Common Stock (3,351,542 underlying)
Footnotes (4)
- [F1]These securities of Marrone Bio Innovations, Inc. (the "Issuer") are or were held by Ospraie Ag Science LLC ("Ospraie LLC"). Ospraie Management, LLC ("Ospraie Management") is the investment manager of Ospraie LLC and has been delegated voting and investment power and thus beneficial ownership of the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC. Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the managing member of Ospraie Management. Ospraie Management, Inc. ("Ospraie Inc.") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the general partner of Ospraie Holding.
- [F2](Continued from footnote 1) Dwight Anderson may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the Managing Principal of Ospraie Management, the sole owner of Ospraie Inc. and the sole managing member of Ospraie LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.
- [F3]As previously disclosed, on August 6, 2019, the Issuer, Ospraie LLC, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval entered into a Warrant Amendment and Plan of Reorganization Agreement (the "Agreement") pursuant to which the Issuer has a right, so long as the closing price for the Issuer's Common Stock on its principal market immediately prior to the exercise of such right is in excess of the exercise price for the warrants, to require Ospraie LLC to exercise up to all of its warrants in exchange for the shares of Common Stock underlying such warrants and new warrants ("New Warrants") to purchase shares of Common Stock of the Issuer in an amount equal to the amount of warrants being required to be exercised.
- [F4](Continued from footnote 3) Such New Warrants will be first exercisable 180 days after issuance, will have a term expiring on January 1, 2023 and will have an exercise price of $1.75 per share. On December 18, 2019, following receipt of notice from the Issuer that the Issuer was exercising its right pursuant to the Agreement to require Ospraie LLC to exercise warrants in exchange for shares of Common Stock of the Issuer and New Warrants, Ospraie LLC exercised 3,351,542 warrants into shares of Common Stock and New Warrants