Sec Form 4 Filing - WADDELL & REED FINANCIAL INC @ MARRONE BIO INNOVATIONS INC - 2014-05-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WADDELL & REED FINANCIAL INC 2. Issuer Name and Ticker or Trading Symbol MARRONE BIO INNOVATIONS INC [ MBII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) 1 (Last) (First) (Middle) 6300 LAMAR AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2014 (Street) OVERLAND PARK, KS66202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/14/2014 P( 6 ) 14,500 A $ 9.4555 2,029,083 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/14/2014 P( 6 ) 2,200 A $ 9.4555 2,031,283 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/15/2014 P( 7 ) 94,021 A $ 9.2296 2,125,304 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/15/2014 P( 7 ) 67,800 A $ 9.2296 2,193,104 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/15/2014 P( 7 ) 10,400 A $ 9.2296 2,203,504 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/15/2014 P( 7 ) 1,500 A $ 9.2296 2,205,004 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/16/2014 P( 8 ) 27,988 A $ 9.2532 2,232,992 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/16/2014 P( 8 ) 20,300 A $ 9.2532 2,253,292 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/16/2014 P( 8 ) 3,200 A $ 9.2532 2,256,492 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/16/2014 P( 8 ) 300 A $ 9.2532 2,256,792 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 06/06/2014 P 1,386,600 A $ 9.5 3,643,392 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 06/06/2014 P 946,700 A $ 9.5 4,590,092 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 06/06/2014 P 144,700 A $ 9.5 4,734,792 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 06/06/2014 P 22,000 A $ 9.5 4,756,792 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 09/30/2014 P( 9 ) 11,300 A $ 2.7679 4,768,092 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 11/01/2016 J( 4 ) 41,900 D $ 2 4,726,192 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 02/01/2017 S( 10 ) 800 D $ 2.1131 4,725,392 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 02/02/2017 S( 11 ) 10,500 D $ 2.1618 4,714,892 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 02/05/2018 J( 5 ) 20,000,000 A 24,714,892 I See Footnotes ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Der ivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 1.91 08/20/2015 P 4,000,000 08/20/2015 08/20/2023 Common Stock 4,000,000 $ 0 ( 12 ) 4,000,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $ 1.25 02/05/2018 J( 5 ) 4,000,000 12/31/2018 12/31/2020 Common Stock 4,000,000 $ 0 8,000,000 I See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WADDELL & REED FINANCIAL INC 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 WADDELL & REED FINANCIAL SERVICES INC 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 WADDELL & REED INC /KS/ 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 WADDELL & REED INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 IVY INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 Signatures /s/ J.J.Richie, Attorney-In-Fact 02/07/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/07/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/07/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/07/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by Waddell & Reed Financial, Inc. ("WDR") on behalf of itself and Waddell & Reed Financial Services, Inc. ("WRFSI"), Waddell & Reed, Inc. ("WRI"), Waddell & Reed Investment Management Company ("WRIMCO"), and Ivy Investment Management Company ("IICO" and, together with WDR, WRFSI, WRI, and WRIMCO, the "Reporting Persons"). ( 2 )The securities reported herein are beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO, an investment advisory subsidiary of WDR (a publicly traded company) or WRIMCO (an investment advisory subsidiary of WRI). WRI is a broker-dealer and underwriting subsidiary of WRFSI, and WRFSI is a subsidiary of WDR. Pursuant to investment sub-advisory contracts, IICO and WRIMCO are granted investment power and, in most cases, voting power, over securities owned by sub-advisory clients. Therefore, IICO and/or WRIMCO may be deemed the beneficial owner of the securities covered by this Form 4. Indirect "beneficial ownership," if any, of any such securities is attributed to the respective parent companies solely because of the parent companies' control relationship to WRIMCO and IICO. ( 3 )In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities that the Reporting Persons may be deemed to beneficially own is reported herein. Each of WDR, WRFSI, WRI, WRIMCO, and IICO disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. ( 4 )Represents securities in a managed account that are no longer advised by IICO and/or WRIMCO following the termination of the relevant sub-advisory agreement by IICO and/or WRIMCO. ( 5 )On February 5, 2018, Marrone Bio Innovations, Inc. converted, pursuant to an amendment, dated December 15, 2017, to the senior secured promissory notes, dated as of August 20, 2015, in the aggregate principal amount of $40,000,000 (the "Waddell Notes"), issued and sold to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology, $35,000,000 aggregate principal amount of the Waddell Notes into an aggregate of 20,000,000 shares of Common Stock, a $1.75 per share conversion rate, and 4,000,000 warrants to purchase shares of Common Stock. ( 6 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.262 to $9.60, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.091 to $9.27, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.12 to $9.30 , inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 9 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.65 to $2.86, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 10 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.08 to $2.15, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 11 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.15 to $2.18, inclusive. The reporting person undertakes to provide Marrone Bio Innovations, Inc., any security holder of Marrone Bio Innovations, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 12 )On August 20, 2015, Marrone Bio Innovations, Inc. issued and sold to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology senior secured promissory notes in the aggregate principal amount of $40,000,000 and warrants to purchase up to 4,000,000 shares of Common Stock for an aggregate consideration of $40,000,000.

Remarks: Exhibit List: Exhibit 99.1 - Joint Filer Information

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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