13D Filing: Ardsley Partners and Marrone Bio Innovations Inc (MBII)

CUSIP No. 053761102

13D

Page 12 of 14 Pages

 

For
purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed
to be 102,000,000, as disclosed in the Issuer’s Current Report on Form 8-K dated February 5, 2018.

 

Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned
by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his
or its pecuniary interest therein.

 

(c)          Other
than as disclosed in Item 3 and Item 4, there have been no transactions in the shares of Common Stock by the Reporting Persons
during the past sixty days.

 

(d)          The
Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities held in their accounts.

 

Phillip
Hempleman by virtue of his status as managing partner of the General Partner and the Advisor, may be deemed to share with the
General Partner and the Advisor the power to vote or direct the vote and to dispose or to direct to dispose the disposition of
shares of Common Stock of which other Reporting Persons are the direct beneficial owner.

 

(e)          Not applicable.

 

ITEM 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.

 

On
December 14, 2017 the Renewable Energy Fund entered into a Securities Purchase Agreement with the Issuer and certain other persons
wherein it agreed to purchase 6,666,667 shares of Common Stock of the Issuer and 5,333,333 warrants exercisable for shares of
Common Stock of the Issuer for an aggregate purchase price of $5 million. The shares of Common Stock of the Issuer as well as
the warrants were issued by the Issuer to the Renewable Energy Fund on February 5, 2018 (the “Closing Date”).

 

In
connection with the execution of the Securities Purchase Agreement the Renewable Energy Fund entered into a Registration Rights
Agreement with the Issuer and certain other persons pursuant to which the Issuer will take all appropriate steps and make all
the necessary filings in order to register the shares of Common Stock of the Issuer that were acquired pursuant to the Securities
Purchase Agreement.

 

On
the Closing Date the Reporting Persons entered into a Voting and Lock-Up Agreement with the Issuer and certain other persons pursuant
to which the Reporting Persons are obligated to vote to elect certain designated nominees to the Board of the Issuer and, in connection
therewith, agreed to certain restrictions upon their respective ability to sell or otherwise dispose of any securities of the
Issuer.