Filing Details

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 4)

(Rule 13d-101)

information to be included in statements filed pursuant
to rules 13d-1(a) and amendments thereto filed
pursuant to rule 13d-2(a)¹

Marrone Bio Innovations, Inc.

(Name of Issuer) Common Stock

(Title of Class of Securities) 57165B106

(CUSIP Number) Steve Napoli c/o Ardsley Advisory Partners LP 262 Harbor Drive, 4th Floor Stamford, Connecticut 06902

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 19, 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), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

¹              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 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

13D/A

Page 2 of 16 Pages

 

1.	names of reporting person i.r.s. identification no. of above persons (entities only)   Ardsley Advisory Partners LP
2.	check the appropriate box if a  group*			(a) x (b) o
3.	sec use only
4.	sources of funds   AF
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   Delaware, United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     15,658,080
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     15,658,080
11.	aggregate amount beneficially owned by each reporting person     15,658,080
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    11.51%
14.	type of reporting person* PN, IA

CUSIP No. 57165B106

13D/A

Page 3 of 16 Pages

 

15.	names of reporting person i.r.s. identification no. of above persons (entities only)   Ardsley Advisory Partners GP LLC
16.	check the appropriate box if a  group*			(a) x (b) o
17.	sec use only
18.	sources of funds   AF
19.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
20.	citizenship or place of organization   Delaware, United States of America
number of shares		21.	sole voting power      0
beneficially owned by		22.	shared voting power     15,658,080
each reporting		23.	sole dispositive power     0
person with		24.	shared dispositive power     15,658,080
25.	aggregate amount beneficially owned by each reporting person     15,658,080
26.	check box if the aggregate amount in row (11) excludes certain shares *			o
27.	percent of class represented by amount in row 11    11.51%
28.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 4 of 16 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.	sources of funds   AF
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     15,658,080
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     15,658,080
11.	aggregate amount beneficially owned by each reporting person     15,658,080
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    11.51%
14.	type of reporting person* IN

CUSIP No. 57165B106

13D/A

Page 5 of 16 Pages

 

1.	names of reporting persons i.r.s. identification no. of above persons (entities only)   Ardsley Partners I GP LLC
2.	check the appropriate box if a  group*			(a) x (b) o
3.	sec use only
4.	sources of funds   AF
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   Delaware, United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     15,658,080
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     15,658,080
11.	aggregate amount beneficially owned by each reporting person     15,658,080
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    11.51%
14.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 6 of 16 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.	sources of funds   WC
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   Delaware, United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     595,300
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     595,300
11.	aggregate amount beneficially owned by each reporting person     595,300
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    0.45%
14.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 7 of 16 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.	sources of funds   WC
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   Delaware, United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     1,189,700
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     1,189,700
11.	aggregate amount beneficially owned by each reporting person     1,189,700
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    0.89%
14.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 8 of 16 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.	sources of funds   WC
5.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
6.	citizenship or place of organization   Delaware, United States of America
number of shares		7.	sole voting power      0
beneficially owned by		8.	shared voting power     13,821,580
each reporting		9.	sole dispositive power     0
person with		10.	shared dispositive power     13,821,580
11.	aggregate amount beneficially owned by each reporting person     13,821,580
12.	check box if the aggregate amount in row (11) excludes certain shares *			o
13.	percent of class represented by amount in row 11    10.13%
14.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 9 of 16 Pages

 

15.	names of reporting persons i.r.s. identification no. of above persons (entities only)   Ardsley Duckdive Fund, L.P.
16.	check the appropriate box if a  group*			(a) x (b) o
17.	sec use only
18.	sources of funds   WC
19.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
20.	citizenship or place of organization   Delaware, United States of America
number of shares		21.	sole voting power      0
beneficially owned by		22.	shared voting power     50,000
each reporting		23.	sole dispositive power     0
person with		24.	shared dispositive power     50,000
25.	aggregate amount beneficially owned by each reporting person     50,000
26.	check box if the aggregate amount in row (11) excludes certain shares *			o
27.	percent of class represented by amount in row 11    0.04%
28.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 10 of 16 Pages

29.	names of reporting persons i.r.s. identification no. of above persons (entities only)   Ardsley Ridgecrest Partners Fund, LP
30.	check the appropriate box if a  group*			(a) x (b) o
31.	sec use only
32.	sources of funds   WC
33.	check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e)			o
34.	citizenship or place of organization   Delaware, United States of America
number of shares		35.	sole voting power      0
beneficially owned by		36.	shared voting power     1,500
each reporting		37.	sole dispositive power     0
person with		38.	shared dispositive power     1,500
39.	aggregate amount beneficially owned by each reporting person     1,500
40.	check box if the aggregate amount in row (11) excludes certain shares *			o
41.	percent of class represented by amount in row 11    0.001%
42.	type of reporting person* PN

CUSIP No. 57165B106

13D/A

Page 11 of 16 Pages

 

ITEM 1. Security and Issuer

(a)

The name of the issuer is Marrone Bio Innovations, Inc.(MBII) (the “Issuer”).

(b)

The address of the Issuer’s principal executive offices is 1540 Drew Avenue, Davis, California 95618.

This Schedule 13D/A (the “Schedule”) relates to the common stock (“Common Stock”) of the Issuer and amends and supplements the Schedule 13D dated February 5, 2018, as amended by Amendment No. 1 filed on February 12, 2019, as further amended by Amendment No. 2 filed on August 19, 2019, as further amended by Amendment No. 3 filed on September 12, 2019, as specifically set forth herein.

ITEM 2. Identity and Background

(a)

This Schedule is being filed with respect to the Common Stock of the Issuer which are beneficially owned by the following reporting persons:

 

	(i)	Ardsley Advisory Partners LP (the “Advisor”)
	(ii)	Ardsley Advisory Partners GP LLC (the “Advisor General Partner”)

(iii)

Ardsley Partners I GP LLC (the “General Partner”)

(iv)

Phillip J. Hempleman

(v)

Ardsley Partners Fund II, L.P. (the “Fund II”),

(vi)

Ardsley Partners Advanced Healthcare Fund, L.P. (the “Healthcare Fund”),

	(vii)	Ardsley Partners Renewable Energy Fund L.P. (the “Renewable Energy Fund”) and
	(viii)	Ardsley Duckdive Fund L.P. (the “Duckdive Fund”)

(ix)

Ardsley Ridgecrest Partners Fund, LP (the “Ridgecrest Fund” and together with the Advisor, the Advisor General Partner, General Partner, Phillip J. Hempleman, the Fund II, the Healthcare Fund, the Renewable Energy Fund and the Duckdive Fund, the “Reporting Persons”).

 

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

(b)

The address of the principal office of each of the Reporting Persons is 262 Harbor Drive, Stamford, Connecticut 06902.

 

The principal business of the Advisor is serving as investment manager to certain private investment funds, including Fund II, Healthcare Fund, Renewable Energy Fund, the Duckdive Fund and the Ridgecrest Fund, and to make investment decisions on behalf of these private investment funds. The principal business of the Advisor General Partner is serving as the general partner of the Advisor. The principal business of the General Partner is serving as the general partner of certain limited partnerships, including Fund II, Healthcare Fund, Renewable Energy Fund, the Duckdive Fund and the Ridgecrest Fund. Mr. Philip Hempleman serves as managing member of the Advisor and the General Partner. The principal business of Fund II, Healthcare Fund, Renewable Energy Fund, Duckdive Fund and the Ridgecrest Fund is serving as private investment limited partnerships.

 

(c)

No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(d)

No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(e)

Mr. Philip Hempleman is a citizen of the United States of America.

CUSIP No. 57165B106

13D/A

Page 12 of 16 Pages

 

ITEM 3. Source and Amount of Funds or Other Consideration

 

Item 3 is amended and supplemented, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

ITEM 4. Purpose of Transaction

Item 4 is amended by adding the following paragraphs to the end of the item:

 

On December 19, 2019, following receipt of notice from the Issuer that the Issuer was exercising its rights pursuant to the previously disclosed Warrant Agreement to require the Renewable Energy Fund to exercise warrants in exchange for shares of Common Stock of the Issuer and New Warrants, the Renewable Energy Fund exercised 874,326 warrants into 874,326 shares of Common Stock and received 874,326 of 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.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.

 

ITEM 5. Interest in Securities of the Issuer

 

(a)-(b) The Advisor, the Advisor General Partner, the General Partner, and Phillip Hempleman may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 15,658,080 shares of Common Stock as of December 19, 2019, which represent 11.51% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 15,658,080

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 15,658,080

CUSIP No. 053761102

13D/A

Page 13 of 16 Pages

 

The Renewable Energy Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 13,821,580 shares of Common Stock as of December 19, 2019, which represent 10.13% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 13,821,580

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 13,821,580

 

The Fund II may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 595,300 shares of Common Stock as of December 19, 2019, which represent .45% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 595,300

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 595,300

 

The Advanced Healthcare Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 1,189,700 shares of Common Stock as of December 19, 2019, which represent 0.89% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 1,189,700

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 1,189,700

 

The Duckdive Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 50,000 shares of Common Stock as of December 19, 2019, which represent 0.04% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 50,000

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 50,000

 

The Ridgecrest Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 1,500 shares of Common Stock as of December 19, 2019, which represent 0.001% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 1,500

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 1,500

CUSIP No. 053761102

13D/A

Page 14 of 16 Pages

 

For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding as of November 15, 2019 is assumed to be 133,404,053 as disclosed in the Issuer’s Current Report on Form 10-Q/A filed with the SEC on November 19, 2019.

 

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)          Except as disclosed in Item 3 and Item 4 and as set forth below, 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 member of the Advisor, the Advisor General Partner, and the General Partner, may be deemed to share with the Advisor, the Advisor General Partner, and the General Partner 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.

 

Item 6 of the Schedule 13D is supplemented and amended, as the case may be, as follows:

 

The disclosure in Item 4 is incorporated herein by reference.

 

ITEM 7. Material to be Filed as Exhibits.

 

Exhibit 1 – Joint Filing Agreement 

CUSIP No. 57165B106

13D/A

Page 15 of 16 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.

 

	December 31, 2019
	Date
	ARDSLEY ADVISORY PARTNERS LP
	/s/ Steve Napoli
	Signature
	Steve Napoli/ Member of its general partner
	Name/Title
	December 31, 2019
	Date
	ARDSLEY ADVISORY PARTNERS GP LLC
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title
	December 31, 2019
	Date
	ARDSLEY PARTNERS I GP LLC
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	December 31, 2019
	Date
	PHILIP J. HEMPLEMAN
	/s/ Steve Napoli*
	Signature
	Steve Napoli/Attorney-in Fact for Philip J. Hempleman
	Name/Title
	December 31, 2019
	Date
	ARDSLEY PARTNERS FUND II, L.P.
	By: Ardsley Partners I GP LLC, General Partner
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title

CUSIP No. 57165B106

13D/A

Page 16 of 16 Pages

	December 31, 2019
	Date
	ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND, L.P.
	By: Ardsley Partners I GP LLC, General Partner
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title
	December 31, 2019
	Date
	ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
	By: Ardsley Partners I GP LLC, General Partner
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title
	December 31, 2019
	Date
	ARDSLEY DUCKDIVE FUND, L.P.
	By: Ardsley Partners I GP LLC, General Partner
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title
	ARDSLEY RIDGECREST PARTNERS FUND, L.P.
	By: Ardsley Partners I GP LLC, General Partner
	/s/ Steve Napoli
	Signature
	Steve Napoli/Member
	Name/Title

 

* 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)