X0306 4 2018-02-26 0 0001441693 MARRONE BIO INNOVATIONS INC MBII 0001052100 WADDELL & REED FINANCIAL INC 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 & 4 0001080165 WADDELL & REED FINANCIAL SERVICES INC 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 & 4 0000728757 WADDELL & REED INC /KS/ 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 & 4 0000903764 WADDELL & REED INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 & 4 0001190088 IVY INVESTMENT MANAGEMENT CO 6300 LAMAR AVENUE OVERLAND PARK KS 66202 0 0 1 1 1 & 4 Common Stock 2018-02-26 4 J 0 8727500 D 24714892 I See footnotes Common Stock 2018-02-26 4 J 0 8727500 A 24714892 I See footnotes Warrant 1.91 2018-02-26 4 J 0 1380000 D 2015-08-20 2023-08-20 Common Stock 1380000 8000000 I See footnotes Warrant 1.91 2018-02-26 4 J 0 1380000 A 2015-08-20 2023-08-20 Common Stock 1380000 8000000 I See footnotes Warrant 1.25 2018-02-26 4 J 0 1380000 D 2018-12-31 2020-12-31 Common Stock 1380000 8000000 I See footnotes Warrant 1.25 2018-02-26 4 J 0 1380000 A 2018-12-31 2020-12-31 Common Stock 1380000 8000000 I See footnotes This Form 4 is being filed by Waddell & Reed Financial, Inc. ("WDR") on behalf of itself and Waddell & Reed Financial Services, Inc. ("WRFSI"), Waddell & Reed, Inc. ("WRI"), Waddell & Reed Investment Management Company ("WRIMCO"), and Ivy Investment Management Company ("IICO"). The securities reported herein are beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO, an investment advisory subsidiary of WDR (a publicly traded company). The investment advisory contracts grant IICO all investment and/or voting power over securities owned by such advisory clients. Pursuant to investment sub-advisory contracts, IICO is granted investment power and, in most cases, voting power, over securities owned by sub-advisory clients. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO may be deemed the beneficial owner of the securities covered by this Form 4. Indirect "beneficial ownership," if any, of any such securities is attributed to WDR solely because of WDR's control relationship to IICO. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities that WDR and IICO may be deemed to beneficially own is reported herein. Each of WDR and IICO disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that WDR or IICO is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. On February 26, 2018, the assets of all open-end investment companies and other managed accounts which were advised or sub-advised by WRIMCO were transferred to similar open-end investment companies and other managed accounts which are advised or sub-advised by IICO (the "Reorganization"). WRIMCO is an investment advisory subsidiary of WRI, WRI is a broker-dealer and underwriting subsidiary of WRFSI, and WRFSI is a subsidiary of WDR. As a result of the Reorganization, WRIMCO, WRI, and WRFSI may no longer be deemed to have beneficial ownership of the Issuer's securities and are no longer subject to Section 16 of the Exchange Act. Represents the Issuer's securities that were beneficially owned by one or more open-end investment companies or other managed accounts which were advised or sub-advised by WRIMCO prior to the Reorganization and are, as result of the Reorganization, beneficially owned by one or more open-end investment companies or other managed accounts which are advised or sub-advised by IICO. Exhibit List: Exhibit 99.1 - Joint Filer Information As a result of the Reorganization, WRIMCO, WRI, and WRFSI are no longer subject to Section 16 of the Exchange Act. /s/ J.J.Richie, Attorney-In-Fact 2018-02-28 /s/ J.J.Richie, Attorney-In-Fact 2018-02-28 /s/ J.J.Richie, Attorney-In-Fact 2018-02-28 /s/ J.J.Richie, Attorney-In-Fact 2018-02-28 /s/ J.J.Richie, Attorney-In-Fact 2018-02-28