Statement of Ownership (sc 13g)
January 25 2023 - 2:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Bioceres Crop Solutions Corp.
(Name
of Issuer)
Common Stock
(Title of Class of Securities)
G1117K114
(CUSIP Number)
December 31, 2022
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x |
Rule
13d-1(b) |
x |
Rule
13d-1(c) |
o |
Rule
13d-1(d) |
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Persons who are
to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid
OMB control number.
SEC
1745 (12-02)
CUSIP No. G1117K114 |
13G |
Page
2 of 11 Pages |
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1. |
names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Ardsley Advisory
Partners LP
|
2. |
check the appropriate box if a group* |
(a)
x
(b)
o |
3. |
sec use only
|
4. |
citizenship or place
of organization
Delaware,
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
1,854,000 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispositive power |
1,854,000 |
9. |
aggregate amount beneficially owned by each reporting person |
1,854,000 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
2.95% |
12. |
type of reporting person (See Instructions) |
PN, IA |
CUSIP No. G1117K114 |
13G |
Page
3 of 11 Pages |
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1. |
names of reporting
persons
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. |
citizenship or place
of organization
Delaware,
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
1,854,000 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispositive power |
1,854,000 |
9. |
aggregate amount beneficially owned by each reporting person |
1,854,000 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
2.95% |
12. |
type of reporting person (See Instructions) |
OO |
CUSIP No. G1117K114 |
13G |
Page
4 of 11 Pages |
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|
1. |
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. |
citizenship or place
of organization
Delaware,
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
1,854,000 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispositive power |
1,854,000 |
9. |
aggregate amount beneficially owned by each reporting person |
1,854,000 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
2.95% |
12. |
type of reporting person (See Instructions) |
OO |
CUSIP No. G1117K114 |
13G |
Page
5 of 11 Pages |
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1. |
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. |
citizenship or place
of organization
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
1,854,000 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispositive power |
1,854,000 |
9. |
aggregate amount beneficially owned by each reporting person |
1,854,000 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
2.95% |
12. |
type of reporting person (See Instructions) |
IN |
CUSIP No. G1117K114 |
13G |
Page
6 of 11 Pages |
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|
1. |
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. |
citizenship or place
of organization
Delaware,
United States of America
|
number of shares |
5. |
sole voting power |
0 |
beneficially owned by |
6. |
shared voting power |
1,845,000 |
each reporting |
7. |
sole dispositive power |
0 |
person with: |
8. |
shared dispositive power |
1,845,000 |
9. |
aggregate amount beneficially owned by each reporting person |
1,845,000 |
10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
11. |
percent of class represented by amount in row (9) |
2.94% |
12. |
type of reporting person (See Instructions) |
PN |
CUSIP No. G1117K114 |
13G |
Page
7 of 11 Pages |
Item 1. |
|
(a) Name
of Issuer: |
Bioceres
Crop Solutions Corp. |
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(b) Address
of Issuer’s Principal Executive Offices: |
Ocampo
210 bis
Predio
CCT, Rosario, Santa Fe, Argentina |
Item
2. |
|
(a) Name
of Person Filing: |
This
Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of Bioceres Crop
Solutions Corp. (the “Issuer”)
which are beneficially owned by Ardsley Advisory Partners LP (the “Advisor”), Ardsley Advisory Partners GP LLC (the “Advisor
General Partner”), Ardsley Partners I GP LLC (the “General Partner”), Phillip J. Hempleman (“Hempleman”),
and Ardsley Partners Renewable Energy Fund, L.P. (the “Renewable Energy Fund”, and together with the Advisor, the Advisor
General Partner, the General Partner, and Hempleman, collectively, the “Reporting Persons”). See Item 4 below. |
|
(b) Address
of Principal Business Office or, if none, Residence: |
262
Harbor Drive
Stamford,
CT 06902 |
|
(c) Citizenship: |
Each
of the Advisor and the Renewable Energy Fund is a Delaware limited partnership. Each of the Advisor General Partner and the General
Partner is a Delaware limited liability company. Hempleman is a United States Citizen. |
|
(d) Title
of Class of Securities: |
Common
Stock |
|
(e) CUSIP
Number: |
G1117K114 |
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Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
(a) |
o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) |
o |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
(e) |
x |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
o |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) |
o |
A parent
holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) |
o |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
o |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
(j) |
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP No. G1117K114 |
13G |
Page
8 of 11 Pages |
Item
4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The Information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 62,796,693 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s Rule 424(b)(3) Prospectus dated November 18, 2022, filed with the SEC on November 18, 2022.
The Reporting Persons previously held more than five percent of shares of common stock of Marrone Bio Innovations, Inc. (“MBII”), 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 MBII. Upon the consummation of the Merger, the shares of MBII held by the Reporting Persons were disposed of in exchange for the number of shares of Common Stock of the Issuer reported in this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x.
Item
6. Ownership of More Than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item
8. Identification and Classification of Members of the Group.
See Exhibit 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. G1117K114 |
13G |
Page
9 of 11 Pages |
Item 10. |
Certification |
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Ardsley Advisory Partners LP: |
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(a) |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
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(b) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Ardsley Advisory Partners GP LLC: |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
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(c) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to Ardsley Partners I GP LLC: |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
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(d) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Philip J Hempleman: |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
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(e) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners Renewable Energy Fund, L.P.: |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
CUSIP No. G1117K114 |
13G |
Page
10 of 11 Pages |
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.
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January 25, 2023 |
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Date |
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ARDSLEY ADVISORY PARTNERS LP |
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By: Ardsley Advisory Partners GP LLC, its 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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January 25, 2023 |
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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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January 25, 2023 |
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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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Name/Title |
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CUSIP No. G1117K114 |
13G |
Page
11 of 11 Pages |
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January 25, 2023 |
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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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January 25, 2023 |
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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, its 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 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: |
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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