SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ospraie Management, LLC (Last) (First) (Middle) C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/07/2019	3. Issuer Name and Ticker or Trading Symbol MARRONE BIO INNOVATIONS INC [ MBII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) (See Remarks)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.00001 par value ("Common Stock")	30,666,667	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	(4)(5)	12/31/2021	Common Stock	30,666,667(4)(5)	$1	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person* Ospraie Management, LLC (Last) (First) (Middle) C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) (See Remarks)

1. Name and Address of Reporting Person* Ospraie Holding I, L.P. (Last) (First) (Middle) C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) (See Remarks)

1. Name and Address of Reporting Person* Ospraie Management, Inc. (Last) (First) (Middle) C/O DWIGHT ANDERSON 437 MADISON AVENUE, 28TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) (See Remarks)

Explanation of Responses:

1. 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.

2. (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.

3. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any

4. 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.

5. (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.

Remarks:

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	08/14/2019
	OSPRAIE HOLDING I, LP, By: Ospraie Management, Inc., its general partner, Name: /s/ Dwight Anderson, Title: Sole Owner	08/14/2019
	OSPRAIE MANAGEMENT, INC., Name: /s/ Dwight Anderson, Title: Sole Owner	08/14/2019
	** Signature of Reporting Person	Date
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 5 (b)(v).
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