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| FORM 4 |
| 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
| ( 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 )The amount set forth in Table I, Item 4 reflects the 50,000 shares of Common Stock sold by the Duckdive Fund to the Advanced Healthcare fund in the transaction requiring the filing of this statement. The amounts set forth in Table I, Item 5, reflects the aggregate amount of MBII common stock held by the Reporting Persons following the transaction.
( 4 )The Duckdive Fund is in the process of being wound down and dissolved. The Duckdive Fund's sale of MBII's Common Stock reported herein may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, with the Advanced Healthcare Fund's purchase from the Duckdive Fund of 50,000 shares of MBII's common stock at a price of $1.26 per share on December 31, 2020, less $.75, representing exercise price of the warrants recently converted to Common Stock, multiplied by the 50,000 shares. The Reporting Persons shall voluntarily pay to MBII, upon settlement of the sale, $25,500, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
( 5 )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.
|* 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).|