| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MBII | Common Stock | Award | +195K | +8.87% | 2.39M | Jul 12, 2022 | Direct | F1, F2 | ||
| transaction | MBII | Common Stock | Disposed to Issuer | -2.39M | -100% | 0 | Jul 12, 2022 | Direct | F3 | ||
| transaction | MBII | Common Stock | Disposed to Issuer | -6.44K | -100% | 0 | Jul 12, 2022 | Held by Florence H. Marrone TOD Pamela G Marrone | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MBII | Restricted Stock Units | Options Exercise | $0 | -195K | -100% | $0.00* | 0 | Jul 12, 2022 | Common Stock | 195K | Direct | F5, F6, F7 | |
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -158K | -100% | 0 | Jul 12, 2022 | Common Stock | 158K | $0.80 | Direct | F8 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -500K | -100% | 0 | Jul 12, 2022 | Common Stock | 500K | $1.44 | Direct | F9 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -560K | -100% | 0 | Jul 12, 2022 | Common Stock | 560K | $1.65 | Direct | F10 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -1.91K | -100% | 0 | Jul 12, 2022 | Common Stock | 1.91K | $12.00 | Direct | F11 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -63.7K | -100% | 0 | Jul 12, 2022 | Common Stock | 63.7K | $12.08 | Direct | F11, F12 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -482 | -100% | 0 | Jul 12, 2022 | Common Stock | 482 | $16.77 | Direct | F12, F13 | ||
| transaction | MBII | Stock Option (Right to Buy) | Disposed to Issuer | -84K | -100% | 0 | Jul 12, 2022 | Common Stock | 84K | $18.01 | Direct | F14 |
Pamela Marrone is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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. |
| F13 | 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. |
| F14 | 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. |