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

Published on January 26, 2018 at 3:36 pm by Insider Monkey Staff in Hedge Funds

Marrone Bio Innovations Inc (NASDAQ:MBII): Philip Hempleman’s Ardsley Partners filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Ardsley Advisory Partners 0 3,681,580 0 3,681,580 3,681,580 11.74%
Philip J. Hempleman 0 3,681,580 0 3,681,580 3,681,580 11.74%
Ardsley Partners I 0 3,631,580 0 3,631,580 3,631,580 11.58%
Ardsley Partners Fund II 0 595,300 0 595,300 595,300 1.90%
Ardsley Partners Advanced Healthcare Fund 0 1,189,700 0 1,189,700 1,189,700 3.79%
Ardsley Partners Renewable Energy Fund 0 1,846,580 0 1,846,580 1,846,580 5.89%
Ardsley Duckdive Fund 0 50,000 0 50,000 50,000 0.16%

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Page 1 of 13 – SEC Filing

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE
13G/A

Under
the Securities Exchange Act of 1934

Marrone Bio
Innovations, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class
of Securities)

 

57165B106

(CUSIP Number)

 

December
31, 2017

(Date of Event
Which Requires Filing of this Statement)

 

Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:

 

x Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)

 

*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.

 

The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).  

 

Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays
a currently valid OMB control number.

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Page 2 of 13 – SEC Filing

CUSIP No. 57165B106 13G/A Page
2 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Advisory
Partners
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

New York,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 3,681,580
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 3,681,580
9. aggregate amount beneficially owned by each reporting person 3,681,580
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 11.74%
12. type of reporting person (See Instructions) PN, IA

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Page 3 of 13 – SEC Filing

CUSIP No. 57165B106 13G/A Page
3 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Philip J. Hempleman
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

United
States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 3,681,580
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 3,681,580
9. aggregate amount beneficially owned by each reporting person 3,681,580
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 11.74%
12. type of reporting person (See Instructions) IN

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Page 4 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
4 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Partners
I
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

New York,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 3,631,580
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 3,631,580
9. aggregate amount beneficially owned by each reporting person 3,631,580
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 11.58%
12. type of reporting person (See Instructions) PN

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Page 5 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
5 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Partners
Fund II, L.P.
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

Delaware,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 595,300
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 595,300
9. aggregate amount beneficially owned by each reporting person 595,300
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 1.90%
12. type of reporting person (See Instructions) PN

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Page 6 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
6 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Partners
Advanced Healthcare Fund, L.P.
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

Delaware,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,189,700
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,189,700
9. aggregate amount beneficially owned by each reporting person 1,189,700
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 3.79%
12. type of reporting person (See Instructions) PN

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Page 7 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
7 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Partners
Renewable Energy Fund, L.P.
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

Delaware,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,846,580
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 1,846,580
9. aggregate amount beneficially owned by each reporting person 1,846,580
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 5.89%
12. type of reporting person (See Instructions) PN

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Page 8 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
8 of 13 Pages
             
1.

names of reporting
persons

i.r.s. identification no.
of above persons (entities only)

 

Ardsley Duckdive
Fund, L.P.
2. check the appropriate box if a group*

(a)
x

(b)
o
3.

sec use only

 
4.

citizenship or place
of organization

Delaware,
United States of America
number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 50,000
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 50,000
9. aggregate amount beneficially owned by each reporting person 50,000
10. check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)		 o
11. percent of class represented by amount in row (9) 0.16%
12. type of reporting person (See Instructions) PN

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Page 9 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
9 of 13 Pages

 


Item 1.
  (a)  Name
of Issuer:		 Marrone
Bio Innovations, Inc.
  (b)  Address
of Issuer’s Principal Executive Offices:

1540
Drew Avenue

Davis,
California 95618
 
Item
2.
  (a)  Name
of Person Filing:		 This
Schedule 13G/A (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of Marrone
Bio Innovations, Inc. (the
“Issuer”) which are beneficially owned by Ardsley Advisory Partners (the “Advisor”), Ardsley Partners
I (the “General Partner”), Phillip J. Hempleman (“Hempleman”), Ardsley Partners Fund II, L.P. (the “Fund
II”), Ardsley Partners Advanced Healthcare Fund, L.P. (the “Healthcare Fund”), Ardsley Partners Renewable Energy
Fund (the “Renewable Energy Fund”) and Ardsley Duckdive Fund, L.P. (the “Duckdive Fund”) (together, the
“Reporting Persons”). See Item 4 below.   
  (b)  Address
of Principal Business Office or, if none, Residence:

262
Harbor Drive

Stamford,
CT 06902
  (c)  Citizenship: The
Fund II, the Advanced Healthcare Fund, the Renewable Energy Fund and the Duckdive Fund are Delaware limited partnerships. The
Advisor and the General Partner are New York general partnerships. Hempleman is a United States Citizen.
  (d)  Title
of Class of Securities:		 Common
Stock
  (e)  CUSIP
Number:		 57165B106
           

Item 3.              If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) o Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) o Group,
in accordance with §240.13d-1(b)(1)(ii)(J).

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Page 10 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
10 of 13 Pages

 

Item 4.              Ownership.

 

Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.

 

The Information
required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated
by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 31,350,877 outstanding
shares of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q filed with the SEC on November 14, 2017.

 

Item 5.              Ownership
of Five Percent or Less of a Class.

 

If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: o.

 

Item 6.              Ownership
of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.              Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.              Identification
and Classification of Members of the Group.

 

See Exhibit
2

 

Item 9.              Notice
of Dissolution of Group.

 

Not applicable.

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Page 11 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
11 of 13 Pages

 

Item 10.            Certification.

 

  (a)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b)
with respect to Ardsley Advisory Partners:

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. x
  (b)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Ardsley Partners I:

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect. x
  (c)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Philip J Hempleman :

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x

 
  (d)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Ardsley Partners II Fund, L.P.:

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
x

 
  (e)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
Advanced Healthcare Fund, L.P. :

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x

 
  (f)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
Renewable Energy Fund, L.P. :

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x
  (g)

The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Duckdive
Fund, L.P.:

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x

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Page 12 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
12 of 13 Pages

SIGNATURE

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

 

  January 26, 2018  
  Date  
     
  ARDSLEY ADVISORY PARTNERS  
     
  /s/ Steve Napoli  
  Signature  
     
  Steve Napoli/Partner  
  Name/Title  
     
  January 26, 2018  
  Date  
     
  ARDSLEY PARTNERS I  
     
  /s/ Steve Napoli  
  Signature  
     
  Steve Napoli/General Partner  
     
  January 26, 2018  
  Date  
     
  PHILIP J. HEMPLEMAN  
     
  /s/ Steve Napoli*  
  Signature  
     
  Steve Napoli/Attorney-in Fact for Philip
J. Hempleman		  
  Name/Title  

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Page 13 of 13 – SEC Filing

 

CUSIP No. 57165B106

 13G/A Page
13 of 13 Pages
     
  January 26, 2018  
  Date  
     
  ARDSLEY PARTNERS FUND II, L.P.  
  By: Ardsley Partners I, General Partner  
     
  /s/
Steve Napoli		  
  Signature  
 
  Steve Napoli/General
Partner		  
     
  January 26, 2018  
  Date  
     
  ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND,
L.P.		  
  By: Ardsley Partners I, General Partner  
     
  /s/ Steve
Napoli		  
  Signature  
     
  Steve Napoli/General
Partner		  
     
  January 26, 2018  
  Date  
     
  ARDSLEY PARTNERS RENEWABLE ENERGY FUND,
L.P.		  
  By: Ardsley Partners I, General Partner  
     
  /s/ Steve
Napoli		  
  Signature  
     
  Steve Napoli/General
Partner		  
     
  January 26, 2018  
  Date  
     
  ARDSLEY DUCKDIVE FUND, L.P.  
  By: Philip J. Hempleman, General Partner  
     
  /s/ Steve
Napoli*		  
  Signature  
     
  Steve Napoli/
Attorney-in Fact for Philip J. Hempleman		  

 

*
Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit
2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated
herein by reference.

 

The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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