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Vasavada Amit – ‘4’ for 7/12/22 re: Marrone Bio Innovations Inc.

On:  Friday, 7/15/22, at 11:15am ET   ·   For:  7/12/22   ·   As:  Officer   ·   Accession #:  1209191-22-42223   ·   File #:  1-36030

Previous ‘4’:  ‘4/A’ on 3/18/22 for 2/7/22   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/15/22  Vasavada Amit                     4          Officer     1:21K  Marrone Bio Innovations Inc.      DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     21K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Vasavada Amit

(Last)(First)(Middle)
C/O MARRONE BIO INNOVATIONS, INC.
7780-420 BRIER CREEK PARKWAY

(Street)
RALEIGHNC27617-7882

(City)(State)(Zip)
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
XOfficer (give title below) Other (specify below)
SVP & CTO
3. Date of Earliest Transaction (Month/Day/Year)
7/12/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock 7/12/22A 129,184 (1) (2)A$0.00 (1)285,892 (3)D
Common Stock 7/12/22D 285,892D (4)0D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (2) (5) 7/12/22M 129,184 (2) (6) (6) (6)Common Stock129,184 (2) (6)$0.000D
Stock Option (Right to Buy)$0.6321 7/12/22D 185,455 (7) 2/7/32Common Stock185,455 (7)0D
Stock Option (Right to Buy$0.9331 7/12/22D 20,000 (8) 4/4/26Common Stock20,000 (8)0D
Stock Option (Right to Buy$1.228 7/12/22D 50,000 (9) 3/1/26Common Stock50,000 (9)0D
Stock Option (Right to Buy$1.44 7/12/22D 200,000 (10) 7/16/29Common Stock200,000 (10)0D
Stock Option (Right to Buy$1.65 7/12/22D 250,000 (11) 5/30/28Common Stock250,000 (11)0D
Stock Option (Right to Buy$2.87 7/12/22D 12,000 (12) 9/23/24Common Stock12,000 (12)0D
Stock Option (Right to Buy$14.69 7/12/22D 40,000 (13) 3/5/24Common Stock40,000 (13)0D
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 37,878 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 22,147 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger, and 3,012 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 105,596 shares and replaced with an option to purchase 7,027 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 4,018 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 with respect to 1/4 of the total shares subject to the option on the first anniversary of the vesting commencement date of April 4, 2016, and with respect to 1/48 of the total shares subject to the option monthly thereafter for 36 months, was cancelled in the Merger in exchange for 285 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger.
(9)  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.
(10)  This option, which provided for vesting over a period of four years, vesting in equal monthly installments over 48 months at the rate of 1/48th after the vesting 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.
(11)  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 22,000 Ordinary Shares of BIOX for $18.75 per share.
(12)  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 1,056 Ordinary Shares of BIOX for $32.61 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 March 24, 2014, 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 3,520 Ordinary Shares of BIOX for $166.93 per share.
Remarks:
/s/ Linda V. Moore, as attorney in fact 7/14/22
** Signature of Reporting PersonDate
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.
____________
Transaction Codes:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

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