SEC Form 4: Pitts Keith was granted 102,950 shares and returned 221,437 shares to the company, 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 | 102,950(1)(2) | A | $0.00(1) | 221,437(3) | D | |||
| Common Stock | 07/12/2022 | D | 221,437 | D | (4) | 0 | D | |||
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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(2) | (5) | 07/12/2022 | M | 102,950(2)(6) | (6) | (6) | Common Stock | 102,950(2)(6) | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.6321 | 07/12/2022 | D | 252,727 | (7) | 02/07/2032 | Common Stock | 252,727 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.228 | 07/12/2022 | D | 50,000 | (8) | 03/01/2026 | Common Stock | 50,000 | (8) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.44 | 07/12/2022 | D | 200,000 | (9) | 07/16/2029 | Common Stock | 200,000 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.65 | 07/12/2022 | D | 150,000 | (10) | 05/30/2028 | Common Stock | 150,000 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.66 | 07/12/2022 | D | 15,000 | (11) | 09/30/2024 | Common Stock | 15,000 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $11.97 | 07/12/2022 | D | 60,000 | (12) | 04/17/2024 | Common Stock | 60,000 | (12) | 0 | D | ||||
| Stock Option (Right to Buy) | $12 | 07/12/2022 | D | 1,593 | (13) | 08/01/2023 | Common Stock | 1,593 | (13) | 0 | D | ||||
| Stock Option (Right to Buy) | $12.08 | 07/12/2022 | D | 23,897 | (14) | 10/29/2022 | Common Stock | 23,897 | (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. The number of securities reported also reflects the acquisition of a total of 5,418 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 15,382 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger, and 4,104 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 108,815 shares and replaced with an option to purchase 9,576 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 5,476 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 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. |
| 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 17,600 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 13,200 Ordinary Shares of BIOX for $18.75 per share. |
| 11. 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 1,320 Ordinary Shares of BIOX for $30.23 per share. |
| 12. 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 April 17, 2014, 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 5,280 Ordinary Shares of BIOX for $136.02 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 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 and replaced with an option to purchase 140 Ordinary Shares of BIOX for $136.36 per share. |
| 14. 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 October 29, 2012, 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 2,102 Ordinary Shares of BIOX for $137.31 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. | ||