Sec Form 4 Filing - Ospraie Ag Science LLC @ MARRONE BIO INNOVATIONS INC - 2020-04-29

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 Ospraie Ag Science LLC 2. Issuer Name and Ticker or Trading Symbol MARRONE BIO INNOVATIONS INC [ MBII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O DWIGHT ANDERSON, 437 MADISON AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2020 (Street) NEW YORK, NY10022 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, $0.00001 par value 05/01/2020 M( 1 )( 2 )( 3 )( 4 ) 2,467,766 A $ 0.75 51,567,942 D

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 04/29/2020 D( 1 )( 2 )( 3 )( 4 ) 12,233,158 ( 5 ) 12/31/2021 Common Stock 12,233,158 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D Warrant $ 1.75 04/29/2020 D( 1 )( 2 )( 3 )( 4 ) 8,378,871 ( 5 ) 01/01/2023 Common Stock 8,378,871 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D Warrant $ 1.75 04/29/2020 D( 1 )( 2 )( 3 )( 4 ) 3,351,542 ( 5 ) 01/01/2023 Common Stock 3,351,542 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D Warrant $ 1.75 04/29/2020 D( 1 )( 2 )( 3 )( 4 ) 1,675,771 ( 5 ) 01/01/2023 Common Stock 1,675,771 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D Warrant $ 1.75 04/29/2020 D( 1 )( 2 )( 3 )( 4 ) 5,027,325 ( 5 ) 01/01/2023 Common Stock 5,027,325 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D Warrant $ 0.75 04/29/2020 A( 1 )( 2 )( 3 )( 4 ) 2,467,766 04/29/2020 05/01/2020 Common Stock 2,467,766 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 2,467,766 D Warrant $ 0.75 04/29/2020 A( 1 )( 2 )( 3 )( 4 ) 1,974,213 04/29/2020 09/15/2020 Common Stock 1,974,213 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 1,974,213 D Warrant $ 0.75 04/29/2020 A( 1 )( 2 )( 3 )( 4 ) 9,476,221 04/29/2020 12/15/2020 Common Stock 9,476,221 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 9,476,221 D Warrant $ 0.75 04/29/2020 A( 1 )( 2 )( 3 )( 4 ) 4,264,299 04/29/2020 03/15/2021 Common Stock 4,264,299 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 4,264,299 D Warrant $ 0.75 04/29/2020 A( 1 )( 2 )( 3 )( 4 ) 3,553,583 04/29/2020 12/15/2021 Common Stock 3,553,583 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 3,553,583 D Warrant $ 0.75 05/01/2020 M( 1 )( 2 )( 3 )( 4 ) 2,467,766 04/29/2020 05/01/2020 Common Stock 2,467,766 ( 1 ) ( 2 ) ( 3 ) ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ospraie Ag Science LLC C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X See Remarks Ospraie Management, LLC 437 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X See Remarks Ospraie Holding I, L.P. 437 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X See Remarks Ospraie Management, Inc. 437 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X See Remarks Anderson Dwight 437 MADISON AVENUE, 28TH FLOOR NEW YORK, NY10022 X X See Remarks Signatures OSPRAIE AG SCIENCE LLC, Name: /s/ Dwight Anderson, Title: Managing Member 05/01/2020 Signature of Reporting Person Date OSPRAIE MANAGEMENT, LLC, By: Ospraie Holding I, L.P., its managing member, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 05/01/2020 Signature of Reporting Person Date OSPRAIE HOLDING I, LP, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 05/01/2020 Signature of Reporting Person Date OSPRAIE MANAGEMENT, INC., Name: /s/ Dwight Anderson, Title: Sole Owner 05/01/2020 Signature of Reporting Person Date DWIGHT ANDERSON, Name: /s/ Dwight Anderson 05/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 29, 2020, Marrone Bio Innovations, Inc. (the "Issuer") entered into a Warrant Exchange Agreement (the "Warrant Exchange Agreement") with Ospraie Ag Science LLC ("Ospraie LLC"), Ardsley Partners Renewable Energy Fund, L.P., National Securities Corporation, Ivan Saval, Ivy Science & Technology Fund and Ivy VIP Science & Technology, pursuant to which Ospraie LLC exchanged all of the warrants to purchase Issuer Common Stock held by it for five tranches of new warrants ("New Warrants") to purchase Common Stock of the Issuer, totaling 21,736,082 New Warrants in the aggregate. Each New Warrant received by Ospraie LLC from the Issuer pursuant to the Warrant Exchange Agreement has an exercise price of $0.75 per share. ( 2 )(Continued from footnote 1) Pursuant to the Warrant Exchange Agreement, Ospraie LLC agreed to exercise the first tranche of New Warrants on or before May 1, 2020. Ospraie LLC exercised such first tranche of New Warrants on May 1, 2020, and purchased 2,467,766 shares of Issuer Common Stock. The transactions pursuant to the Warrant Exchange Agreement were approved in advance by the Issuer's Board of Directors. ( 3 )Ospraie Management, LLC ("Ospraie Management") is the investment manager of Ospraie LLC and has been delegated voting and investment power and thus beneficial ownership of the shares of Common Stock of the Issuer and New Warrants held by Ospraie LLC. Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the shares of Common Stock of the Issuer and New Warrants held by Ospraie LLC as the managing member of Ospraie Management. Ospraie Management, Inc. ("Ospraie Inc.") may be deemed to beneficially own the shares of Common Stock of the Issuer and New Warrants held by Ospraie LLC as the general partner of Ospraie Holding. ( 4 )(Continued from footnote 3) Dwight Anderson may be deemed to beneficially own the shares of Common Stock of the Issuer and New Warrants held by Ospraie LLC as the Managing Principal of Ospraie Management, the sole owner of Ospraie Inc. and the sole managing member of Ospraie LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any. ( 5 )As previously disclosed, on August 6, 2019, the Issuer, Ospraie LLC, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval entered into a Warrant Amendment and Plan of Reorganization Agreement pursuant to which the Issuer had a right, so long as the closing price for the Issuer's Common Stock on its principal market immediately prior to the exercise of such right was in excess of the exercise price for the warrants, to require Ospraie LLC to exercise up to all of its warrants in exchange for the shares of Common Stock underlying such warrants and new warrants (the "Reorganization Agreement Warrants") to purchase shares of Common Stock of the Issuer in an amount equal to the amount of warrants being required to be exercised. Such Reorganization Warrants were first exercisable 180 days after issuance, had a term expiring on January 1, 2023 and had an exercise price of $1.75 per share.

Remarks: Each of Ospraie Ag Science LLC, Ospraie Management, LLC, Ospraie Holding I, LP, Ospraie Management, Inc. and Dwight Anderson (collectively, the "Reporting Persons") may be deemed a director by deputization of Marrone Bio Innovations, Inc. (the "Issuer") by virtue of the fact that Messrs. Robert A. Woods, Yogesh Mago, Keith McGovern and Stuart Woolf, representatives of the Reporting Persons, currently serve on the board of directors of the Issuer.

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

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