Sec Form 13G Filing - One Earth Capital LLC filing for MARRONE BIO INNOVATIONS INC (MBII) - 2013-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Marrone Bio Innovations, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

57165B106

(CUSIP Number)

August 28, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

a. ¨ Rule 13d-1(b)

b. x Rule 13d-1(c)

c. ¨ Rule 13d-1(d)

The information required in 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).

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EXPLANATORY NOTE: This Schedule 13G is being filed on a voluntary and protective basis.

Item 1.

(a) Name of Issuer

Marrone Bio Innovations, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

2121 Second Street, Suite A-107

Davis, California 95618

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf of (i) One Earth Capital, LLC, a Delaware limited liability company (“One Earth”), (ii) Henry Street, LLC, a Delaware limited liability company (“Henry Street”), and (iii) David H. Jacobs, Jr., an individual who is a citizen of the United States of America (“Mr. Jacobs,” together with One Earth and Henry Street, the “Reporting Persons”).

Henry Street is the sole managing member of One Earth. Mr. Jacobs, the sole manager of Henry Street, has voting control over Henry Street. As a result, each of Mr. Jacobs and Henry Street may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities of the Issuer held by One Earth.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of each of the Reporting Persons is 201 Entrada Drive, Santa Monica, California 90402.

(d) Title of Class of Securities

Common stock, $0.00001 par value per share, of the Issuer (the “Common Stock”).

(e) CUSIP Number

57165B106

Not applicable.

(a) and (b):

Immediately following the closing of the initial public offering of Issuer on August 7, 2013, each of the Reporting Persons may be deemed to have beneficial ownership of 1,429,189 shares of Common Stock, which consists of (i) 1,420,260 shares of Common Stock and (ii) 8,929 shares of Common Stock issuable upon exercise of a warrant (the “Warrant”), in each case of clauses (i) and (ii) above, held by One Earth, and all such shares of Common Stock represent beneficial ownership of approximately 7.5% of the Common Stock, based on (1) 19,132,854 shares of Common Stock issued and outstanding immediately following the closing of such initial public offering as reported to the Reporting Persons by the Issuer, plus (2) 8,929 shares of Common Stock issuable upon exercise of the Warrant.

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(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote: 0 .

(ii) Shared power to vote or to direct the vote: 1,429,189 .

(iii) Sole power to dispose or to direct the disposition of 0 .

(iv) Shared power to dispose or to direct the disposition of 1,429,189 .

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 28, 2013

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