| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALICO INC [ alco ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/15/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Alico, Inc., Common Stock, Par Value $1.00 | 01/15/2019 | A | 1,450(1) | A | $29.75 | 162,212(2) | D | |||
| Alico, Inc., Common Stock, Par Value $1.00 | 3,180,405 | I | By 734 Investors, LLC(3) | |||||||
| Alico, Inc., Common Stock, Par Value $1.00 | 137,752(2) | I | By RCF 2014(4) | |||||||
| Alico, Inc., Common Stock, Par Value $1.00 | 191,060 | I | By Delta Offshore Master II, LTD(5) | |||||||
| Alico, Inc., Common Stock, Par Value $1.00 | 20,000 | I | By George R. Brokaw(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $27.15 | 12/31/2016 | A | 300,000 | (7) | 12/31/2021 | Alico, Inc., Common STock, Par Value $1.00 | 300,000 | $0 | 300,000 | D | ||||
| Option to Purchase Common Stock | $33.6 | 09/07/2018 | A | 210,000 | (8) | 12/31/2026 | Alico, Inc., Common Stock, Par Value $1.00 | 210,000 | $0 | 210,000 | D | ||||
| Explanation of Responses: |
| 1. These shares were granted under the Stock Incentive Plan of 2015. |
| 2. Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 213,220 shares of the Company's Common Stock directly held by the Reporting Person and 213,220 shares of the Company's Common Stock directly held by RCF Legacy 2014 LLC pursuant to a domestic relations order, settlement of these transfers is pending as of the date hereof. The Reporting Person no longer reports as beneficially owned any securities transferred pursuant to such domestic relations order. |
| 3. Represents shares owned by 734 Investors, LLC ("734 Investors"). 734 Agriculture, LLC ("734 Agriculture") is the managing member of 734 Investors. Pursuant to a stipulated status quo order agreed to by the parties to a lawsuit in the Delaware Court of Chancery captioned In re 734 Investors, LLC Litigation, Consol. C.A. No. 2018-0844-JTL, 734 Agriculture may not take any actions outside of the ordinary course of business of 734 Investors without the consent of two-thirds of the membership interests of 734 Investors, including exercising any voting rights with respect to any shares of the Issuer's Common Stock beneficially owned by 734 Investors. The Reporting person and George R. Brokaw are members of 734 Agriculture. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors except to the extent of his pecuniary interest therein. |
| 4. These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC. Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC. |
| 5. Delta Offshore Master II, LTD (the "Fund") owns 191,060 shares of the Company's Common Stock, Trafelet & Company LLC ("TC") serves as the general partner of the investment manager to the Fund that exercises voting and investment control over securities held for the accounts of the Fund. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for shares reported herein. Mr. Trafelet disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein. |
| 6. George R. Brokaw has entered into an agreement with 734 Investors, to vote his shares as directed by 734 Investors. As noted in footnote 3, 734 Agriculture, is the managing member of 734 Investors, and Mr. Trafelet and George R. Brokaw are members of 734 Agriculture. |
| 7. The option grants will vest as follows: (i) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $60.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $75.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $90.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $105.00. |
| 8. The option grants will vest as follows: (i) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $35.00; (ii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company's Common Stock during a consecutive 20-day trading period exceeds $50.00. |
| Remy W. Trafelet | 01/15/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||