Sec Form 4 Filing - ARDSLEY ADVISORY PARTNERS LP @ MARRONE BIO INNOVATIONS INC - 2020-02-25

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 ARDSLEY ADVISORY PARTNERS LP 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) See Footnotes(1)(2) (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2020 (Street) STAMFORD, CT06902 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 02/25/2020 M( 1 )( 2 )( 3 )( 4 )( 5 ) 874,314 A $ 1 13,530,582 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 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 02/25/2020 ( 2 )( 3 )( 4 ) M( 3 ) 874,314 ( 2 )( 3 )( 4 ) 12/31/2021 Common Stock 874,314 $ 1 4,459,019 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Warrant $ 1.75 02/25/2020 ( 2 )( 3 )( 4 ) M( 3 ) 874,314 ( 2 )( 3 )( 4 ) 01/01/2023 Common Stock 874,314 $ 1 874,314 I See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARDSLEY ADVISORY PARTNERS LP 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 X See Footnotes(1)(2) Ardsley Advisory Partners GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners I GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) HEMPLEMAN PHILIP J 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners Renewable Energy Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners Fund II, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners Advanced Healthcare Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Duckdive Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Signatures /s/ Steve Napoli, Partner 02/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. (the "Fund II"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Advanced Healthcare Fund, the Fund II, and the Duckdive Fund, the "Reporting Persons"). ( 2 )(Footnote 1 continued). The Advisor General Partner serves as general partner to the Advisor. The General Partner serves as general partner to the Renewable Energy Fund, the Advanced Healthcare Fund, and the Fund II. Hempleman services as managing member to the Advisor, the Advisor General Partner, and the General Partner, and serves as the general partner to the Duckdive Fund. ( 3 )As previously disclosed, the Reporting Persons entered into a Warrant Amendment and Plan of Reorganization dated as of August 6, 2019 (the "Agreement"), among the Issuer, the Renewable Energy Fund and certain parties thereto, in which the parties have agreed to extend the expiration date under the Warrants from December 31, 2020 to December 31, 2021. ( 4 )On February 4, 2020, following receipt of notice from the Issuer that the Issuer was exercising its right pursuant to the 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 874,314 warrants into shares of Common Stock and acquired New Warrants; the amounts set forth in Table I reflect the shares of Common Stock acquired by the Renewable Energy Fund upon exercise of the Warrants requiring the filing of this statement. ( 5 )(Footnote 4 continued). In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Reporting Persons disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the Advisor General Partner, the General Partner, or Hempleman are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

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.