SEC Form 4: Marrone Pamela G returned 2,400,583 shares to the company and was granted 195,007 shares, closing all direct ownership in the company
$MBII
Major Chemicals
Basic Industries
| FORM 4 |
UNITED 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/12/2022 | A | 195,007(1)(2) | A | (1) | 2,394,141 | D | |||
| Common Stock | 07/12/2022 | D | 2,394,141 | D | (3) | 0 | D | |||
| Common Stock | 07/12/2022 | D | 6,442 | D | (4) | 0 | I | Held by Florence H. Marrone TOD Pamela G Marrone | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(5) | (6) | 07/12/2022 | M | 195,007(5)(7) | (7) | (7) | Common Stock | 195,007(5)(7) | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.8 | 07/12/2022 | D | 157,500 | (8) | 08/11/2026 | Common Stock | 157,500 | (8) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.44 | 07/12/2022 | D | 500,000 | (9) | 07/16/2029 | Common Stock | 500,000 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.65 | 07/12/2022 | D | 560,000 | (10) | 05/30/2028 | Common Stock | 560,000 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $12 | 07/12/2022 | D | 1,911 | (11) | 08/01/2023 | Common Stock | 1,911 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $12.08 | 07/12/2022 | D | 63,725 | (12) | 10/29/2023 | Common Stock | 63,725 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $16.77 | 07/12/2022 | D | 482 | (13) | 11/06/2023 | Common Stock | 482 | (12) | 0 | D | ||||
| Stock Option (Right to Buy) | $18.01 | 07/12/2022 | D | 84,000 | (14) | 09/27/2023 | Common Stock | 84,000 | (14) | 0 | D | ||||
| 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. Disposed of pursuant to the Merger Agreement in exchange for 210,684 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger. |
| 4. Disposed of pursuant to the Merger Agreement in exchange for 566 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger. |
| 5. 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. |
| 6. Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock. |
| 7. 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. |
| 8. This option, which provided for vesting in equal monthly installments over three years, beginning on March 7, 2022, was cancelled in the Merger in exchange for 3,870 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 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 44,000 Ordinary Shares of BIOX for $16.36 per share. |
| 10. 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 49,280 Ordinary Shares of BIOX for $18.75 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 August 1, 2013, 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 168 Ordinary Shares of BIOX for $136.36 per share. |
| 12. This option, which provided for vesting with respect to 1/4th of the total shares subject to the option on October 29, 2013, and 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 5,607 Ordinary Shares of BIOX for $137.31 per share. |
| 13. 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 November 6, 2013, 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 42 Ordinary Shares of BIOX for $190.57 per share. |
| 14. 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 September 27, 2013, 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 7,392 Ordinary Shares of BIOX for $204.66 per share. |
| Remarks: |
| /s/ Linda V. Moore, as attorney-in-fact | 07/14/2022 | |
| ** 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 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. | ||