CUSIP No. 57165B106
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13D/A
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Page
2 of 15 Pages
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1.
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names
of reporting person
i.r.s.
identification no. of above persons (entities only)
Ardsley
Advisory Partners LP
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2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
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4.
|
sources
of funds
AF
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5.
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check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
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sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 15,951,136
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each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
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10.
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shared
dispositive power 15,951,136
|
11.
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aggregate
amount beneficially owned by each reporting person 15,951,136
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
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o
|
13.
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percent
of class represented by amount in row 11 9.4%
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14.
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type
of reporting person*
PN, IA
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CUSIP No. 57165B106
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13D/A
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Page
3 of 15 Pages
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1.
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names
of reporting person
i.r.s.
identification no. of above persons (entities only)
Ardsley
Advisory Partners GP LLC
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
AF
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 15,951,136
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 15,951,136
|
11.
|
aggregate
amount beneficially owned by each reporting person 15,951,136
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 9.4%
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14.
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type
of reporting person*
PN
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CUSIP No. 57165B106
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13D/A
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Page
4 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Philip
J. Hempleman
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
AF
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
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citizenship
or place of organization
United
States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 15,951,136
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 15,951,136
|
11.
|
aggregate
amount beneficially owned by each reporting person 15,951,136
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 9.4%
|
14.
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type
of reporting person*
IN
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CUSIP No. 57165B106
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13D/A
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Page
5 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Ardsley
Partners I GP LLC
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
AF
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 15,951,136
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 15,951,136
|
11.
|
aggregate
amount beneficially owned by each reporting person 15,951,136
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 9.4%
|
14.
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type
of reporting person*
PN
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CUSIP No. 57165B106
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13D/A
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Page
6 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Ardsley
Partners Fund II, L.P.
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
WC
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 595,300
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 595,300
|
11.
|
aggregate
amount beneficially owned by each reporting person 595,300
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 0.4%
|
14.
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type
of reporting person*
PN
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CUSIP
No. 57165B106
|
13D/A
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Page
7 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Ardsley
Partners Advanced Healthcare Fund, L.P.
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
WC
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 1,239,700
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 1,239,700
|
11.
|
aggregate
amount beneficially owned by each reporting person 1,239,700
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 0.7%
|
14.
|
type
of reporting person*
PN
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CUSIP No. 57165B106
|
13D/A
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Page
8 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Ardsley
Partners Renewable Energy Fund, L.P.
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
WC
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 14,114,636
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 14,114,636
|
11.
|
aggregate
amount beneficially owned by each reporting person 14,114,636
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
|
percent
of class represented by amount in row 11 8.4%
|
14.
|
type
of reporting person*
PN
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CUSIP No. 57165B106
|
13D/A
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Page
9 of 15 Pages
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1.
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names
of reporting persons
i.r.s.
identification no. of above persons (entities only)
Ardsley
Ridgecrest Partners Fund, LP
|
2.
|
check
the appropriate box if a group*
|
(a)
x
(b) o
|
3.
|
sec
use only
|
4.
|
sources
of funds
WC
|
5.
|
check
box if disclosure of legal proceedings is required pursuant to item 2(d)
or 2(e)
|
o
|
6.
|
citizenship
or place of organization
Delaware,
United States of America
|
number
of
shares
|
7.
|
sole
voting power 0
|
beneficially
owned by
|
8.
|
shared
voting power 1,500
|
each
reporting
|
9.
|
sole
dispositive power 0
|
person
with
|
10.
|
shared
dispositive power 1,500
|
11.
|
aggregate
amount beneficially owned by each reporting person 1,500
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares *
|
o
|
13.
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percent
of class represented by amount in row 11 0.001%
|
14.
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type
of reporting person*
PN
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CUSIP No. 57165B106
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13D/A
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Page
10 of 15 Pages
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ITEM
1. Security and Issuer
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(a)
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The
name of the issuer is Marrone Bio Innovations, Inc. (MBII) (the “Issuer”).
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(b)
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The
address of the Issuer’s principal executive offices is 1540 Drew Avenue, Davis,
California 95618.
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This
Schedule 13D/A (the “Schedule”) relates to the common stock (“Common Stock”) of the Issuer
and amends and supplements the Schedule 13D dated February 5, 2018, as amended by Amendment No. 1 filed on February 12, 2019,
as further amended by Amendment No. 2 filed on August 19, 2019, as further amended by Amendment No. 3 filed on September 12, 2019,
as further amended by Amendment No. 4 filed on December 19, 2019, as further amended by Amendment No. 5 filed on February 7, 2020,
as specifically set forth herein.
ITEM
2. Identity and Background
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(a)
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This
Schedule is being filed with respect to the Common Stock of the Issuer which are beneficially
owned by the following reporting persons:
|
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(i)
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Ardsley
Advisory Partners LP (the “Advisor”)
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(ii)
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Ardsley Advisory Partners GP LLC (the “Advisor General Partner”)
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(iii)
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Ardsley
Partners I GP LLC (the “General Partner”)
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(iv)
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Phillip
J. Hempleman
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(v)
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Ardsley
Partners Fund II, L.P. (the “Fund II”),
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(vi)
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Ardsley
Partners Advanced Healthcare Fund, L.P. (the “Healthcare Fund”),
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(vii)
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Ardsley
Partners Renewable Energy Fund L.P. (the “Renewable Energy Fund”) and
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(viii)
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Ardsley
Ridgecrest Partners Fund, LP (the “Ridgecrest Fund” and together with
the Advisor, the Advisor General Partner, General Partner, Phillip J. Hempleman, the
Fund II, the Healthcare Fund, and the Renewable Energy Fund, the “Reporting
Persons”).
|
Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry
to the appropriate party.
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(b)
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The
address of the principal office of each of the Reporting Persons is 262 Harbor Drive,
Stamford, Connecticut 06902.
|
The
principal business of the Advisor is serving as investment manager to certain private investment funds, including Fund II, Healthcare
Fund, Renewable Energy Fund and the Ridgecrest Fund, and to make investment decisions on behalf of these private investment funds.
The principal business of the Advisor General Partner is serving as the general partner of the Advisor. The principal business
of the General Partner is serving as the general partner of certain limited partnerships, including Fund II, Healthcare Fund,
Renewable Energy Fund and the Ridgecrest Fund. Mr. Philip Hempleman serves as managing member of the Advisor and the General Partner.
The principal business of Fund II, Healthcare Fund, Renewable Energy Fund and the Ridgecrest Fund is serving as private investment
limited partnerships.
CUSIP No. 57165B106
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13D/A
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Page
11 of 15 Pages
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(c)
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No
Reporting Person, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(d)
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No
Reporting Person, has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
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(e)
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Mr.
Philip Hempleman is a citizen of the United States of America.
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ITEM 3. Source and Amount of Funds
or Other Consideration
Item 3
is amended and supplemented, as the case may be, as follows:
The
disclosure in Item 4 is incorporated herein by reference.
ITEM
4. Purpose of Transaction
Item
4 is amended by adding the following paragraphs to the end of the item:
Item
4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
On
December 31, 2020, Ardsley Duckdive Fund L.P (the “Duckdive Fund) sold, through open market transactions, 50,000 shares
of Issuer Common Stock to the Advance Healthcare Fund, which represents the total amount of shares of Common Stock held by the
Duckdive Fund, at a price of $1.26 per share. The Duckdive fund is in the process winding down and dissolving and is no longer
a member of the Reporting Persons.
As
of December 31, 2020, the Renewable Energy Fund beneficially owns the shares underlying the 1,359,631 Exchange Agreement Warrants
(defined below).
Warrant
Exchange Agreement
On
April 29, 2020, the Renewable Energy Fund entered into a Warrant Exchange Agreement (the “Warrant Exchange Agreement”)
among the Issuer, the Renewable Energy Fund, Ospraie LLC, National Securities Corporation, Ivan Saval, Ivy Science & Technology
Fund and Ivy VIP Science & Technology, pursuant to which Renewable Energy Fund exchanged all of the warrants to purchase Issuer
Common Stock held by it, which was 5,333,333, as previously reported, for five tranches of new warrants (“Exchange Agreement
Warrants”), which each tranche is based on a specific expiration date, to purchase Common Stock of the Issuer, totaling 3,780,185
Exchange Agreement Warrants in the aggregate. Each Exchange Agreement Warrant received by Renewable Energy Fund from the Issuer
pursuant to the Warrant Exchange Agreement has an exercise price of $0.75. The Renewable Energy Fund exercised the first tranche
of Exchange Agreement Warrants on May 1, 2020, and acquired 429,176 shares of Issuer Common Stock underlying such Exchange Agreement
Warrants. The Renewable Energy Fund exercised the second tranche on September 15, 2020, and acquired 343,341 shares of Issuer
Common Stock underlying such Exchange Agreement Warrants. The Renewable Energy Fund exercised the third tranche on December 14,
2020, and acquired 1,648,037 shares of Issuer Common Stock underlying such Exchange Agreement Warrants.
CUSIP No. 053761102
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13D/A
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Page
12 of 15 Pages
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The
fourth tranche of Exchange Agreement Warrants, which is equal to 741,617 Exchange Agreement Warrants, has an expiration date of
March 15, 2021. The fifth tranche of Exchange Agreement Warrants, which is equal to 618,014 Exchange Agreement Warrants, has an
expiration date of December 15, 2021.
The
Exchange Agreement Warrants will be exercisable in cash, provided that they may be exercised via cashless “net” exercise
if the Issuer does not have a registration statement registering the shares underlying the Exchange Agreement Warrants effective
as of March 31, 2021. In addition, the Issuer will redeem the Exchange Agreement Warrants upon the occurrence of any Fundamental
Transaction (as defined in the Exchange Agreement Warrants), and the exercise price of the Exchange Agreement Warrants will be
subject to antidilution provisions.
The
foregoing description of the Warrant Exchange Agreement and Exchange Agreement Warrants do not purport to be complete and are
qualified in their entirety by reference to the full texts of the Warrant Exchange Agreement and Form of Exchange Agreement Warrant,
which are incorporated by reference from certain specified filings of the Issuer as Exhibits 99.2 and 99.3, respectively.
Registration
Rights Agreement
In
connection with the Warrant Exchange Agreement, on April 29, 2020, the Issuer entered into a registration rights agreement (the
“Registration Rights Agreement”) with the Renewable Energy Fund, Ospraie LLC, National Securities Corporation, Ivan
Saval, Ivy Science & Technology Fund and Ivy VIP Science & Technology pursuant to which the Issuer agreed to file a registration
statement with the SEC no later than December 31, 2020, covering the resale of the shares of Common Stock underlying the Exchange
Agreement Warrants and to maintain the effectiveness of the registration statement until the date upon which the shares of Common
Stock underlying the Exchange Agreement Warrants held by the such investors cease to be Registrable Securities (as that term is
defined in the Registration Rights Agreement).
The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by
reference from certain specified filings of the Issuer to the full text of the Registration Rights Agreement, which is incorporated
by reference as Exhibit 99.4.
The
Reporting Persons may engage in discussions with the Issuer’s management, the Board, other shareholders of the Issuer and
other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons’ investment in the
Common Stock and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, governance,
management, capitalization and strategic plans. The Reporting Persons may exchange information with any persons pursuant to appropriate
confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise,
propose changes in the Issuer’s business, operations, governance, management, capitalization or strategic plans, or propose
or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D.
CUSIP No. 053761102
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13D/A
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Page
13 of 15 Pages
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ITEM 5. Interest in Securities
of the Issuer
(a)-(b) The
Advisor, the Advisor General Partner, the General Partner, and Phillip Hempleman may be deemed, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 15,951,136
shares of Common Stock as of December 31, 2020, which represent 9.4% of the Issuer’s outstanding shares of Common
Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 15,951,136
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 15,951,136
The
Renewable Energy Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the
beneficial owner of an aggregate of 14,114,636 shares of Common Stock as of December 31, 2020, which represent 8.4% of the Issuer’s
outstanding shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 14,114,636
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 14,114,636
The
Fund II may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial
owner of an aggregate of 595,300 shares of Common Stock as of December 31, 2020, which represent 0.4% of the Issuer’s outstanding
shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 595,300
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 595,300
The
Advanced Healthcare Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be
the beneficial owner of an aggregate of 1,239,700 shares of Common Stock as of December 31, 2020, which represent 0.7% of the
Issuer’s outstanding shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 1,239,700
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 1,239,700
The
Ridgecrest Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial
owner of an aggregate of 1,500 shares of Common Stock as of December 31, 2020, which represent 0.001% of the Issuer’s outstanding
shares of Common Stock.
(i)
Sole power to vote or direct vote: 0
(ii)
Shared power to vote or direct vote: 1,500
(iii)
Sole power to dispose of or direct the disposition: 0
(iv)
Shared power to dispose of or direct the disposition: 1,500
CUSIP No. 053761102
|
13D/A
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Page
14 of 15 Pages
|
For
purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding as of December
31, 2020 is assumed to be 167,478,301 as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on January
5, 2021.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned
by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his
or its pecuniary interest therein.
(c) Except
as disclosed in Item 3 and Item 4 and as set forth below, there have been no transactions in the shares of Common Stock by the
Reporting Persons during the past sixty days.
(d) The
Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, securities held in their accounts.
Phillip
Hempleman by virtue of his status as managing member of the Advisor, the Advisor General Partner, and the General Partner, may
be deemed to share with the Advisor, the Advisor General Partner, and the General Partner the power to vote or direct the vote
and to dispose or to direct to dispose the disposition of shares of Common Stock of which other Reporting Persons are the direct
beneficial owner.
(e) Not applicable.
ITEM 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the
Schedule 13D is supplemented and amended, as the case may be, as follows:
The
disclosure in Item 4 is incorporated herein by reference.
ITEM 7. Material to be Filed as
Exhibits.
Exhibit 99.1 – Joint Filing
Agreement
Exhibit 99.2
–Warrant Exchange Agreement, dated April 29, 2020, by and among Marrone Bio Innovations, Inc., Ospraie AG Science LLC, Ardsley
Partners Renewable Energy Fund, L.P., National Securities Corporation, Ivan Saval, Ivy Science & Technology Fund and Ivy VIP
Science & Technology (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with
the SEC on April 30, 2020).
Exhibit 99.3
– Form of Warrant Issuable pursuant to the Warrant Exchange Agreement (incorporated by reference to Exhibit 4.1 to the Issuer’s
Current Report on Form 8-K, filed with the SEC on April 30, 2020).
Exhibit 99.4
– Registration Rights Agreement, dated April 29, 2020, by and among Marrone Bio Innovations, Inc. and the investors named
therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April
30, 2020).
CUSIP No. 57165B106
|
13D/A
|
Page
15 of 15 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
February
11, 2021
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Date
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ARDSLEY ADVISORY PARTNERS LP
|
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/s/ Steve
Napoli
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Signature
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Steve Napoli/
Member of its general partner
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Name/Title
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February 11, 2021
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Date
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ARDSLEY ADVISORY PARTNERS GP LLC
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/s/ Steve
Napoli
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Signature
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Steve Napoli/Member
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Name/Title
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February 11, 2021
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Date
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ARDSLEY PARTNERS I GP LLC
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/s/ Steve
Napoli
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Signature
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Steve Napoli/Member
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February 11, 2021
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Date
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PHILIP J. HEMPLEMAN
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/s/ Steve
Napoli*
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Signature
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Steve Napoli/Attorney-in
Fact for Philip J. Hempleman
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Name/Title
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February 11, 2021
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Date
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ARDSLEY PARTNERS FUND II, L.P.
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By: Ardsley Partners I GP LLC, General
Partner
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/s/
Steve Napoli
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Signature
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Steve Napoli/Member
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Name/Title
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February 11, 2021
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Date
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ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND,
L.P.
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By: Ardsley Partners I GP LLC, General
Partner
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/s/ Steve
Napoli
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Signature
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Steve Napoli/Member
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Name/Title
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February 11, 2021
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Date
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ARDSLEY PARTNERS RENEWABLE ENERGY FUND,
L.P.
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By: Ardsley Partners I GP LLC, General
Partner
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/s/ Steve
Napoli
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Signature
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Steve Napoli/Member
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Name/Title
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February 11, 2021
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Date
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ARDSLEY RIDGECREST
PARTNERS FUND, L.P.
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By: Ardsley Partners
I GP LLC, General Partner
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/s/
Steve Napoli
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Signature
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Steve
Napoli/Member
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Name/Title
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*
Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit
2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated
herein by reference.
The original
statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing
person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
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Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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