SEC Form SC 13D/A filed by Marrone Bio Innovations Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Marrone Bio Innovations, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
57165B106
(CUSIP Number)
Ospraie Ag Science LLC
c/o Dwight Anderson
437 Madison Avenue, 28th Floor
New York, NY 10022
(212) 602-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
Ospraie Ag Science LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC, OO (see Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | As a result of the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of March 16, 2022 by and among Marrone Bio Innovations, Inc. (the “Issuer”), Bioceres Crop Solutions Corp. and BCS Merger Sub, Inc. (such merger, the “Merger”), which Merger closed on July 12, 2022, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
2
| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
Ospraie Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
IA, OO |
| (1) | As a result of the closing of the Merger, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
3
| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
Ospraie Holding I, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
PN, HC |
| (1) | As a result of the closing of the Merger, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
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| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
Ospraie Management, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
CO, HC |
| (1) | As a result of the closing of the Merger, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
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| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
OAS MM, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
HC, OO |
| (1) | As a result of the closing of the Merger, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
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| CUSIP No. 57165B106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON
Dwight Anderson | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF, PF, OO (see Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER
0 | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
0 | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |
| 14 | TYPE OF REPORTING PERSON
IN, HC |
| (1) | As a result of the closing of the Merger, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. |
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Amendment No. 12 to Schedule 13D
The following constitutes Amendment No. 12 (“Amendment No. 12”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Ospraie Ag Science LLC and Dwight Anderson on February 12, 2018, as amended by Amendment No. 1 filed on August 12, 2019, Amendment No. 2 filed on September 5, 2019, Amendment No. 3 filed on December 20, 2019, Amendment No. 4 filed on January 3, 2020, Amendment No. 5 filed on March 6, 2020, Amendment No. 6 filed on April 16, 2020, Amendment No. 7 filed on May 1, 2020, Amendment No. 8 filed on October 13, 2020, Amendment No. 9 filed on December 17, 2020, Amendment No. 10 filed on March 16, 2021, and Amendment No. 11 filed on December 17, 2021. This Amendment No. 12 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
On July 12, 2022, as a result of the closing of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger dated as of March 16, 2022 by and among Marrone Bio Innovations, Inc. (the “Issuer”), Bioceres Crop Solutions Corp. (“Bioceres”) and BCS Merger Sub, Inc., all of the 70,836,258 shares of the Common Stock of the Issuer beneficially owned by the Reporting Persons immediately prior to the closing of the Merger were cancelled and extinguished and automatically converted into the right to receive 6,233,590 ordinary shares of Bioceres. Following the closing of the Merger, the Reporting Persons no longer beneficially own any shares of the Common Stock of the Issuer. As a result of the Merger, the Issuer became a wholly-owned subsidiary of Bioceres.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on the fact that, as a result of the closing of the Merger on July 12, 2022, the Reporting Persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the Common Stock of the Issuer.
(c) Except as disclosed in this Schedule 13D, as amended, the Reporting Persons did not effect any transactions in the Common Stock of the Issuer during the past sixty days.
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: July 15, 2022
| OSPRAIE AG SCIENCE LLC | ||
| By: | OAS MM, LLC, | |
| its managing member | ||
| By: | /s/ Dwight Anderson | |
| Name: | Dwight Anderson | |
| Title: | Managing Member | |
| OSPRAIE MANAGEMENT, LLC | ||
| By: | Ospraie Holding I, LP, | |
| its managing member | ||
| By: | Ospraie Management, Inc., | |
| its general partner | ||
| By: | /s/ Dwight Anderson | |
| Name: | Dwight Anderson | |
| Title: | Sole Owner | |
| OSPRAIE HOLDING I, LP | ||
| By: | Ospraie Management, Inc., | |
| its general partner | ||
| By: | /s/ Dwight Anderson | |
| Name: | Dwight Anderson | |
| Title: | Sole Owner | |
| OSPRAIE MANAGEMENT, INC. | ||
| By: | /s/ Dwight Anderson | |
| Name: | Dwight Anderson | |
| Title: | Sole Owner | |
| OAS MM, LLC | ||
| By: | /s/ Dwight Anderson | |
| Name: | Dwight Anderson | |
| Title: | Managing Member | |
| DWIGHT ANDERSON | ||
| By: | /s/ Dwight Anderson | |
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