Sec Form 4 Filing - Johnson Timothy B @ MARRONE BIO INNOVATIONS INC - 2022-07-12

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 Johnson Timothy B 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP (Field and Technical) (Last) (First) (Middle) C/O MARRONE BIO INNOVATIONS, INC., 7780-420 BRIER CREEK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2022 (Street) RALEIGH, NC27617-7882 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/12/2022 A 102,167( 1 )( 2 ) A $ 0( 1 ) 212,374( 3 ) D Common Stock 07/12/2022 D 212,374 D 0 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 Restricted Stock Units( 2 ) ( 5 ) 07/12/2022 M 102,167( 2 )( 6 ) ( 6 ) ( 6 ) Common Stock 102,167( 2 )( 6 ) $ 0 0 D Stock Option (Right to Buy) $ 0.6321 07/12/2022 D 155,455 ( 7 ) 02/07/2032 Common Stock 155,455 ( 7 ) 0 D Stock Option (Right to Buy) $ 1.228 07/12/2022 D 50,000 ( 8 ) 03/01/2026 Common Stock 50,000 ( 8 ) 0 D Stock Option (Right to Buy) $ 1.44 07/12/2022 D 200,000 ( 9 ) 07/16/2029 Common Stock 200,000 ( 9 ) 0 D Stock Option (Right to Buy) $ 1.65 07/12/2022 D 200,000 ( 10 ) 05/30/2028 Common Stock 200,000 ( 10 ) 0 D Stock Option (Right to Buy) $ 2.87 07/12/2022 D 6,000 ( 11 ) 09/23/2024 Common Stock 6,000 ( 11 ) 0 D Stock Option (Right to Buy) $ 12 07/12/2022 D 1,274 ( 12 ) 08/02/2023 Common Stock 1,274 ( 12 ) 0 D Stock Option (Right to Buy) $ 18.01 07/12/2022 D 33,333 ( 13 ) 09/27/2023 Common Stock 33,333 ( 13 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Timothy B C/O MARRONE BIO INNOVATIONS, INC. 7780-420 BRIER CREEK PARKWAY RALEIGH, NC27617-7882 VP (Field and Technical) Signatures /s/ Linda V. Moore, as attorney in fact 07/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Any unvested restricted stock units became vested and all restricted stock units were delivered to the Reporting Person, pursuant to the grant terms, immediately prior to the change of control transaction (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 16, 2022, by and between Bioceres Crop Solutions Corp., BCS Merger Sub, Inc., and Issuer (the "Merger Agreement"). ( 2 )The settlement of restricted stock units is being reported as one award; however, a number of awards of restricted stock units, as reported in prior Forms 4, are being settled. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, details of the awards previously granted and settled as set forth in this footnote to this Form 4. ( 3 )The number of securities reported also reflects the acquisition of a total of 5,051 shares of the issuer's common stock pursuant to the issuer's employee stock purchase plan. ( 4 )Disposed of pursuant to the Merger Agreement in exchange for 16,164 BIOX Ordinary Shares having a market value of $9.44 per share on the effective date of the Merger and 2,524 restricted stock units (each restricted stock unit represents a contingent right to receive one Ordinary Share of BIOX). ( 5 )Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock. ( 6 )Any unvested restricted stock units vested completely immediately prior to the Merger, and the underlying shares were delivered to the Reporting Person immediately prior to the Merger in accordance with the terms of the grants. ( 7 )This option, which provided for vesting in equal monthly installments over three years, beginning on March 7, 2022, was assumed by BIOX with respect to 66,935 shares and replaced with an option to purchase 5,890 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 3,368 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger. ( 8 )This option, which provided for vesting 1/3 of the total shares subject to the option on the first anniversary of the vesting commencement date of March 1, 2016, and with respect to 1/36 of the total shares subject to the option monthly thereafter for 24 months, was assumed by BIOX in the Merger and replaced with an option to purchase 4,400 Ordinary Shares of BIOX for $13.98 per share. ( 9 )This option, which provided for vesting in equal monthly installments over 48 months at the rate of 1/48th after the vestin g commencement date of July 16, 2019, was assumed by BIOX in the Merger and replaced with an option to purchase 17,600 Ordinary Shares of BIOX for $16.36 per share. ( 10 )This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of May 3, 2018, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX in the Merger and replaced with an option to purchase 17,600 Ordinary Shares of BIOX for $18.75 per share. ( 11 )This option, which provided for vesting with respect to 100% of the total shares subject to the option on December 31, 2015, was assumed by BIOX in the Merger and replaced with an option to purchase 528 Ordinary Shares of BIOX for $32.61 per share. ( 12 )This option, which provided for vesting with respect to 1/4th of the total shares subject to the option on the first anniversary of the vesting commencement date of August 2, 2013, and 1/48th of the total shares subject to the option monthly thereafter for 36 months, was assumed by BIOX in the Merger and replaced with an option to purchase 112 Ordinary Shares of BIOX for $136.36 per share. ( 13 )This option, which provided for vesting with respect to 1/4th of the total shares subject to the option on the first anniversary of the vesting commencement date of September 27, 2013, and with respect to 1/48th of the total shares subject to the option monthly thereafter for 36 months, was assumed by BIOX in the Merger and replaced with an option to purchase 2,933 Ordinary Shares of BIOX for $204.66 per share.

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