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*
ADAMS FRED R JR

(Last) (First) (Middle)
P.O. BOX 2960

(Street)
JACKSON MS 39207

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAL-MAINE FOODS INC [ CALM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/14/2018 J(1) V 96,480 D $0 0 I By wife(2)
Common Stock 08/14/2018 J(1) V 96,480 A $0 1,171,375 I By wife(2)
Common Stock 08/14/2018 G V 61,036 D $0 1,110,339 I By wife(2)
Common Stock 08/14/2018 G V 61,036 D $0 9,946,321 D
Common Stock 08/14/2018 G(3) V 6,633,720 D $0 3,312,601 D
Common Stock 08/14/2018 G(4) V 3,312,601 D $0 0 D
Common Stock 08/14/2018 G(4) V 3,312,601 A $0 3,312,601 I By a revocable trust
Common Stock 08/14/2018 G(3) V 6,633,720 A $0 6,633,720 I By a family LLC
Class A Common Stock 08/14/2018 G(3) V 3,487,192 D $0 0 D
Class A Common Stock 08/14/2018 G(3) V 3,487,192 A $0 3,487,192 I By a family LLC
Common Stock 618,308.388 I By KSOP(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ADAMS FRED R JR

(Last) (First) (Middle)
P.O. BOX 2960

(Street)
JACKSON MS 39207

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Adams Jean Morris

(Last) (First) (Middle)
P.O. BOX 2960

(Street)
JACKSON MS 39207

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents a tax free exchange of shares in conjunction with estate planning.
2. Mr. Adams disclaims beneficial ownership of all securities held by his wife, Jean Reed Adams, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.
3. Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit, which securities were then transferred to a family-owned limited liability company.
4. Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit. Mrs. Adams is co-trustee of the trust.
5. Represents current allocation under KSOP.
Remarks:
As previously described in the Issuer's Proxy Statement filed with the SEC on June 25, 2018 related to its special meeting of stockholders held on July 20, 2018 (the "Special Meeting"), the Reporting Persons and certain family members entered into an Amended and Restated Memorandum of Understanding and certain other agreements relating to transactions in the Issuer's securities (the "Transactions") designed to facilitate estate planning for Mr. Adams, the Issuer's founder and Chairman Emeritus. This Form 4 reflects the impact of the Transactions on the Reporting Persons' beneficial ownership of the Issuer's securities, which Transactions were consummated effective August 14, 2018 following the approval of charter amendments by the Issuer's stockholders at the Special Meeting.
Robert L. Holladay, Jr., on behalf of Jean Morris Adams and Adolphus B. Baker as Co-Conservators of Fred R. Adams, Jr., pursuant to a power of attorney 08/24/2018
Robert L. Holladay, Jr., on behalf of Jean Morris Adams, pursuant to a power of attorney 08/24/2018
** 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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