SEC FORM 4

SEC Form 4

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^*

Helash Kevin

(Last)

(First)

(Middle)

C/O MARRONE BIO INNOVATIONS, INC.

7780-420 BRIER CREEK PARKWAY

(Street)

RALEIGH

27617-7882

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/12/2022		D		241,568	D	$0.00⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.6321	07/12/2022		D			417,273	⁽²⁾	02/07/2032	Common Stock	417,273	$0.00⁽²⁾	0	D
Stock Option (Right to Buy)	$1.16	07/12/2022		D			2,450,000	⁽³⁾	08/04/2030	Common Stock	2,450,000	$0.00⁽³⁾	0	D

Explanation of Responses:

1. Certain unvested restricted stock units became vested and all vested restricted stock units were disposed of pursuant to 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") in exchange for 14,482 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger, and 6,776 restricted stock units (each restricted stock unit represents a contingent right to receive one Ordinary Share of BIOX).

2. 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 237,611 shares and replaced with an option to purchase 15,810 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 9,042 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger.

3. This option, which provided (1) with respect to 225,000 options, for vesting of 25% of the total shares subject to the option on the first anniversary of the vesting commencement date of August 3, 2020, with respect to 1/48th of the total shares subject to the option monthly thereafter for 36 months; (2) with respect to 2,000,000 options, for vesting if/when performance milestone is attained; and (3) with respect to 225,000 options, for vesting over a period of four years as measured from the vesting commencement date of August 4, 2020, on a pro-rata basis equally each month, was assumed by BIOX in the Merger and replaced with an option to purchase 215,600 Ordinary Shares of BIOX for $13.18 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).
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