Sec Form 4 Filing - WADDELL & REED FINANCIAL INC @ MARRONE BIO INNOVATIONS INC - 2018-02-26

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 & 4 (Last) (First) (Middle) 6300 LAMAR AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2018 (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 02/26/2018 J( 4 ) 8,727,500 ( 5 ) D 24,714,892 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock 02/26/2018 J( 4 ) 8,727,500 ( 5 ) A 24,714,892 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 Derivative 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 02/26/2018 J( 4 ) 1,380,000 ( 5 ) 08/20/2015 08/20/2023 Common Stock 1,380,000 ( 4 ) 8,000,000 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Warrant $ 1.91 02/26/2018 J( 4 ) 1,380,000 ( 5 ) 08/20/2015 08/20/2023 Common Stock 1,380,000 ( 4 ) 8,000,000 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Warrant $ 1.25 02/26/2018 J( 4 ) 1,380,000 ( 5 ) 12/31/2018 12/31/2020 Common Stock 1,380,000 ( 4 ) 8,000,000 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Warrant $ 1.25 02/26/2018 J( 4 ) 1,380,000 ( 5 ) 12/31/2018 12/31/2020 Common Stock 1,380,000 ( 4 ) 8,000,000 ( 3 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WADDELL & REED FINANCIAL INC 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 & 4 WADDELL & REED FINANCIAL SERVICES INC 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 & 4 WADDELL & REED INC /KS/ 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 & 4 WADDELL & REED INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 & 4 IVY INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK, KS66202 X 1 & 4 Signatures /s/ J.J.Richie, Attorney-In-Fact 02/28/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/28/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/28/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/28/2018 Signature of Reporting Person Date /s/ J.J.Richie, Attorney-In-Fact 02/28/2018 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"). ( 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). The investment advisory contracts grant IICO all investment and/or voting power over securities owned by such advisory clients. Pursuant to investment sub-advisory contracts, IICO is granted investment power and, in most cases, voting power, over securities owned by sub-advisory clients. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO 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 WDR solely because of WDR's control relationship to IICO. ( 3 )In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities that WDR and IICO may be deemed to beneficially own is reported herein. Each of WDR 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 WDR or IICO is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. ( 4 )On February 26, 2018, the assets of all open-end investment companies and other managed accounts which were advised or sub-advised by WRIMCO were transferred to similar open-end investment companies and other managed accounts which are advised or sub-advised by IICO (the "Reorganization"). WRIMCO is an investment advisory subsidiary of WRI, WRI is a broker-dealer and underwriting subsidiary of WRFSI, and WRFSI is a subsidiary of WDR. As a result of the Reorganization, WRIMCO, WRI, and WRFSI may no longer be deemed to have beneficial ownership of the Issuer's securities and are no longer subject to Section 16 of the Exchange Act. ( 5 )Represents the Issuer's securities that were beneficially owned by one or more open-end investment compan ies or other managed accounts which were advised or sub-advised by WRIMCO prior to the Reorganization and are, as result of the Reorganization, beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO.

Remarks: Exhibit List: Exhibit 99.1 - Joint Filer InformationAs a result of the Reorganization, WRIMCO, WRI, and WRFSI are no longer subject to Section 16 of the Exchange Act.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.