4//SEC Filing
Pitts Keith 4
Accession 0001209191-22-042212
CIK 0001441693other
Filed
Jul 13, 8:00 PM ET
Accepted
Jul 14, 9:35 PM ET
Size
31.4 KB
Accession
0001209191-22-042212
Insider Transaction Report
Form 4
Pitts Keith
See Remarks
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−23,897→ 0 totalExercise: $12.08Exp: 2022-10-29→ Common Stock (23,897 underlying) - Award
Common Stock
2022-07-12+102,950→ 221,437 total - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−50,000→ 0 totalExercise: $1.23Exp: 2026-03-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−200,000→ 0 totalExercise: $1.44Exp: 2029-07-16→ Common Stock (200,000 underlying) - Disposition to Issuer
Common Stock
2022-07-12−221,437→ 0 total - Exercise/Conversion
Restricted Stock Units
2022-07-12−102,950→ 0 total→ Common Stock (102,950 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−1,593→ 0 totalExercise: $12.00Exp: 2023-08-01→ Common Stock (1,593 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−252,727→ 0 totalExercise: $0.63Exp: 2032-02-07→ Common Stock (252,727 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−150,000→ 0 totalExercise: $1.65Exp: 2028-05-30→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−15,000→ 0 totalExercise: $2.66Exp: 2024-09-30→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-07-12−60,000→ 0 totalExercise: $11.97Exp: 2024-04-17→ Common Stock (60,000 underlying)
Footnotes (14)
- [F1]Any unvested restricted stock units became vested and all restricted stock units were delivered to the Reporting Person, pursuant to the grant terms, immediately prior to the change of control transaction (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 16, 2022, by and between Bioceres Crop Solutions Corp., BCS Merger Sub, Inc., and Issuer (the "Merger Agreement").
- [F10]This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of May 3, 2018, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX in the Merger and replaced with an option to purchase 13,200 Ordinary Shares of BIOX for $18.75 per share.
- [F11]This option, which provided for vesting with respect to 100% of the total shares subject to the option on December 31, 2015, was assumed by BIOX in the Merger and replaced with an option to purchase 1,320 Ordinary Shares of BIOX for $30.23 per share.
- [F12]This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of April 17, 2014, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX in the Merger and replaced with an option to purchase 5,280 Ordinary Shares of BIOX for $136.02 per share.
- [F13]This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of August 1, 2013, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX and replaced with an option to purchase 140 Ordinary Shares of BIOX for $136.36 per share.
- [F14]This option, which provided for vesting with respect to 1/4th of the total shares subject to the option on the first anniversary of the vesting commencement date of October 29, 2012, and 1/48th of the total shares subject to the option monthly thereafter for 36 months, was assumed by BIOX in the Merger and replaced with an option to purchase 2,102 Ordinary Shares of BIOX for $137.31 per share.
- [F2]The settlement of restricted stock units is being reported as one award; however, a number of awards of restricted stock units, as reported in prior Forms 4, are being settled. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, details of the awards previously granted and settled as set forth in this footnote to this Form 4.
- [F3]The number of securities reported also reflects the acquisition of a total of 5,418 shares of the issuer's common stock pursuant to the issuer's employee stock purchase plan.
- [F4]Disposed of pursuant to the Merger Agreement in exchange for 15,382 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger, and 4,104 restricted stock units (each restricted stock unit represents a contingent right to receive one Ordinary Share of BIOX).
- [F5]Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock.
- [F6]Any unvested restricted stock units vested completely immediately prior to the Merger, and the underlying shares were delivered to the Reporting Person immediately prior to the Merger in accordance with the terms of the grants.
- [F7]This option, which provided for vesting in equal monthly installments over three years, beginning on March 7, 2022, was assumed by BIOX with respect to 108,815 shares and replaced with an option to purchase 9,576 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 5,476 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger.
- [F8]This option, which provided for vesting 1/3 of the total shares subject to the option on the first anniversary of the vesting commencement date of March 1, 2016, and with respect to 1/36 of the total shares subject to the option monthly thereafter for 24 months, was assumed by BIOX in the Merger and replaced with an option to purchase 4,400 Ordinary Shares of BIOX for $13.98 per share.
- [F9]This option, which provided for vesting in equal monthly installments over 48 months at the rate of 1/48th after the vesting commencement date of July 16, 2019, was assumed by BIOX in the Merger and replaced with an option to purchase 17,600 Ordinary Shares of BIOX for $16.36 per share.
Documents
Issuer
MARRONE BIO INNOVATIONS INC
CIK 0001441693
Entity typeother
Related Parties
1- filerCIK 0001582880
Filing Metadata
- Form type
- 4
- Filed
- Jul 13, 8:00 PM ET
- Accepted
- Jul 14, 9:35 PM ET
- Size
- 31.4 KB