Filing Details
- Accession Number:
- 0001011438-19-000161
- Form Type:
- 13D Filing
- Publication Date:
- 2019-12-20 15:00:06
- Filed By:
- Ospraie Ag Science Llc
- Company:
- Marrone Bio Innovations Inc (NASDAQ:MBII)
- Filing Date:
- 2019-12-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ospraie Ag Science | 0 | 61,333,334 | 0 | 61,333,334 | 61,333,334 | 40.3% |
| Ospraie Management | 0 | 61,333,334 | 0 | 61,333,334 | 61,333,334 | 40.3% |
| Ospraie Holding I | 0 | 61,333,334 | 0 | 61,333,334 | 61,333,334 | 40.3% |
| Ospraie Management, Inc | 0 | 61,333,334 | 0 | 61,333,334 | 61,333,334 | 40.3% |
| Dwight Anderson | 0 | 61,333,334 | 0 | 61,333,334 | 61,333,334 | 40.3% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D | |
| | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
| | |
| Marrone Bio Innovations, Inc. | |
| (Name of Issuer) | |
| | |
| Common Stock, $0.00001 par value | |
| (Title of Class of Securities) | |
| | |
| 57165B106 | |
| (CUSIP Number) | |
| | |
| Ospraie Ag Science LLC c/o Dwight Anderson 437 Madison Avenue, 28th Floor New York, NY 10022 (212) 602-5000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| | |
| December 18, 2019 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box. [ ]
______________________________
* 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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 57165B106 | SCHEDULE 13D | |
| 1 | NAME OF REPORTING PERSON Ospraie Ag Science LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) ] [ ] | | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC, OO (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 61,333,334 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 61,333,334 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,333,334 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| | | | | |
| (1) | Includes 18,936,254 shares of Common Stock of Marrone Bio Innovations, Inc. (the “Issuer”) issuable upon exercise of warrants. |
| | |
| (2) | Based on 133,404,053 shares of Common Stock of the Issuer outstanding as of November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 19, 2019. |
| CUSIP No. 57165B106 | SCHEDULE 13D | |
| 1 | NAME OF REPORTING PERSON Ospraie Management, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) ] [ ] | | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 61,333,334 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 61,333,334 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,333,334 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON IA, OO | |||
| | | | | |
| (1) | Includes 18,936,254 shares of Common Stock of the Issuer issuable upon exercise of warrants. |
| | |
| (2) | Based on 133,404,053 shares of Common Stock of the Issuer outstanding as of November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 19, 2019. |
| CUSIP No. 57165B106 | SCHEDULE 13D | |
| 1 | NAME OF REPORTING PERSON Ospraie Holding I, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) ] [ ] | | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 61,333,334 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 61,333,334 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,333,334 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON PN, HC | |||
| | | | | |
| (1) | Includes 18,936,254 shares of Common Stock of the Issuer issuable upon exercise of warrants. |
| | |
| (2) | Based on 133,404,053 shares of Common Stock of the Issuer outstanding as of November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 19, 2019. |
| CUSIP No. 57165B106 | SCHEDULE 13D | |
| 1 | NAME OF REPORTING PERSON Ospraie Management, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) ] [ ] | | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 61,333,334 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 61,333,334 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,333,334 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON CO, HC | |||
| | | | | |
| (1) | Includes 18,936,254 shares of Common Stock of the Issuer issuable upon exercise of warrants. |
| | |
| (2) | Based on 133,404,053 shares of Common Stock of the Issuer outstanding as of November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 19, 2019. |
| CUSIP No. 57165B106 | SCHEDULE 13D | |
| 1 | NAME OF REPORTING PERSON Dwight Anderson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) ] [ ] | | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF, PF, OO (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 61,333,334 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 61,333,334 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 61,333,334 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.3% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON IN, HC | |||
| | | | | |
| (1) | Includes 18,936,254 shares of Common Stock of the Issuer issuable upon exercise of warrants. |
| | |
| (2) | Based on 133,404,053 shares of Common Stock of the Issuer outstanding as of November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 19, 2019. |
Amendment No. 3 to Schedule 13D
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Ospraie Ag Science LLC and Dwight Anderson on February 12, 2018, as amended by
Amendment No. 1 filed on August 12, 2019, and Amendment No. 2 filed on September 5, 2019. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by
reference in all other items, as applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
On December 18, 2019, following receipt of notice from the Issuer that the Issuer was exercising its rights pursuant to the Warrant 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 3,351,542 shares of Common Stock and 3,351,542 New Warrants. 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. As the New Warrants are not currently exercisable within 60 days, the Reporting Persons do not presently beneficially own the shares of Common Stock underlying such New Warrants for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. In addition, Ospraie LLC has agreed to exercise 1,675,771 warrants in exchange for shares of Common Stock of the Issuer and New Warrants by December 30, 2019, pursuant to
notice from the Issuer that the Issuer was exercising its rights pursuant to the Warrant Agreement to require Ospraie LLC to exercise warrants in exchange for shares of Common Stock of the Issuer and New Warrants.
The Reporting Persons may engage in discussions with the Issuer’s management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the
Reporting Persons' investment in the Common Stock and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, governance, management, capitalization and strategic plans. The Reporting Persons may exchange
information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer’s business, operations, governance,
management, capitalization or strategic plans, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's
financial position, results and strategic direction, actions taken by the Issuer's management or the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Stock or selling
some or all of their Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 133,404,053 shares of Common Stock of the Issuer outstanding as of
November 15, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 19, 2019.
(c) The disclosure in Item 4 is incorporated herein by reference. Except as disclosed herein, the Reporting Persons did not effect any transactions in the Common Stock of the Issuer during the past sixty days.
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: December 20, 2019
| | OSPRAIE AG SCIENCE LLC | |
| | | |
| | By: | /s/ Dwight Anderson |
| | Name: | Dwight Anderson |
| | Title: | Managing Member |
| | | |
| | OSPRAIE MANAGEMENT, LLC | |
| | | |
| | By: | Ospraie Holding I, LP, its managing member |
| | By: | Ospraie Management, Inc., its general partner |
| | By: | /s/ Dwight Anderson |
| | Name: | Dwight Anderson |
| | Title: | Sole Owner |
| | OSPRAIE HOLDING I, LP | |
| | | |
| | By: | Ospraie Management, Inc., its general partner |
| | By: | /s/ Dwight Anderson |
| | Name: | Dwight Anderson |
| | Title: | Sole Owner |
| | OSPRAIE MANAGEMENT, INC. | |
| | | |
| | By: | /s/ Dwight Anderson |
| | Name: | Dwight Anderson |
| | Title: | Sole Owner |
| | DWIGHT ANDERSON | |
| | | |
| | By: | /s/ Dwight Anderson |
| |