Keith Pitts - 12 Jul 2022 Form 4 Insider Report for MARRONE BIO INNOVATIONS INC

Footnote 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").

Footnote 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.

Footnote F3

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.

Footnote F4

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).

Footnote F5

Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock.

Footnote F6

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.

Footnote F7

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.

Footnote F8

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.

Footnote 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 17,600 Ordinary Shares of BIOX for $16.36 per share.

Footnote 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 13,200 Ordinary Shares of BIOX for $18.75 per share.

Footnote F11

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.

Footnote F12

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.

Footnote 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 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.

Footnote F14

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.