0000899243-19-021729.txt : 20190814 0000899243-19-021729.hdr.sgml : 20190814 20190814171159 ACCESSION NUMBER: 0000899243-19-021729 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190807 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Management, LLC CENTRAL INDEX KEY: 0001326533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191027533 BUSINESS ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5057 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Holding I, L.P. CENTRAL INDEX KEY: 0001392205 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191027534 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5000 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ospraie Management, Inc. CENTRAL INDEX KEY: 0001392203 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36030 FILM NUMBER: 191027535 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5000 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARRONE BIO INNOVATIONS INC CENTRAL INDEX KEY: 0001441693 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 205137161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 BUSINESS PHONE: 530-750-2800 MAIL ADDRESS: STREET 1: 1540 DREW AVENUE CITY: DAVIS STATE: CA ZIP: 95618 FORMER COMPANY: FORMER CONFORMED NAME: MARRONE ORGANICS INNOVATIONS INC DATE OF NAME CHANGE: 20080801 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-08-07 0 0001441693 MARRONE BIO INNOVATIONS INC MBII 0001326533 Ospraie Management, LLC C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001392205 Ospraie Holding I, L.P. C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) 0001392203 Ospraie Management, Inc. C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 1 0 1 1 (See Remarks) Common Stock, $0.00001 par value ("Common Stock") 30666667 I See Footnotes Warrant 1.00 2021-12-31 Common Stock 30666667 I See Footnotes On August 7, 2019, Ospraie Management, LLC ("Ospraie Management") began serving as the investment manager of Ospraie Ag Science LLC ("Ospraie LLC") pursuant to an Investment Management Agreement (the "IMA"). Ospraie Management was delegated voting and investment power over and thus beneficial ownership of the shares of Common Stock of Marrone Bio Innovations, Inc. (the "Issuer") and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC pursuant to the IMA. Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the managing member of Ospraie Management. Ospraie Management, Inc. ("Ospraie Inc.") may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the general partner of Ospraie Holding. (Continued from footnote 1) Dwight Anderson may be deemed to beneficially own the shares of Common Stock of the Issuer and warrants to purchase shares of Common Stock of the Issuer held by Ospraie LLC as the Managing Principal of Ospraie Management, the sole owner of Ospraie Inc. and the sole managing member of Ospraie LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any On August 6, 2019, the Issuer, Ospraie LLC, Ardsley Partners Renewable Energy Fund, L.P. and Ivan Saval entered into a Warrant Amendment and Plan of Reorganization Agreement (the "Agreement") pursuant to which the expiration date of the warrants to purchase Common Stock of the Issuer held by Ospraie LLC was extended to December 31, 2021. In addition, pursuant to the Agreement, the Issuer will have a right, so long as the closing price for the Issuer's Common Stock on its principal market immediately prior to the exercise of such right is in excess of the exercise price for the warrants, to require Ospraie LLC to exercise up to all of its warrants in exchange for the shares of Common Stock underlying such warrants and new warrants ("New Warrants") to purchase shares of Common Stock of the Issuer in an amount equal to the amount of warrants being required to be exercised. (Continued from footnote 4) Such New Warrants will be first exercisable 180 days after issuance, will have a term expiring on January 1, 2023 and will have an exercise price of $1.75 per share. Each of Ospraie Ag Science LLC, Ospraie Management, LLC, Ospraie Holding I, LP, Ospraie Management, Inc. and Dwight Anderson may be deemed a director by deputization of Marrone Bio Innovations, Inc. (the "Issuer") by virtue of the fact that Messrs. Robert A. Woods, Yogesh Mago, Keith McGovern and Stuart Woolf, representatives of the Reporting Persons, Ospraie Ag Science LLC and Mr. Anderson, currently serve on the board of directors of the Issuer. OSPRAIE MANAGEMENT, LLC, By: Ospraie Holding I, LP, its managing member, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 2019-08-14 OSPRAIE HOLDING I, LP, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner 2019-08-14 OSPRAIE MANAGEMENT, INC., Name: /s/ Dwight Anderson, Title: Sole Owner 2019-08-14 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 3 Joint Filer Information


Name:                                      Ospraie Holding I, LP


Address:                                   437 Madison Avenue, 28th Floor
                                           New York, NY 10022


Date of Event Requiring Statement:         08/07/19





Name:                                      Ospraie Management, Inc.


Address:                                   437 Madison Avenue, 28th Floor
                                           New York, NY 10022


Date of Event Requiring Statement:         08/07/19