-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cdgyhyv73v6tzJNyoL0x1TjietWzJsgPj7g5QCqfv3ZcqFX0MUhcO50rCuRNCnDS sWrzdaj5NwjvnfXyN6xVzg== 0000950137-07-004168.txt : 20070321 0000950137-07-004168.hdr.sgml : 20070321 20070321172250 ACCESSION NUMBER: 0000950137-07-004168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 GROUP MEMBERS: JAMES J. SANFILIPPO GROUP MEMBERS: JASPER B. SANFILIPPO, SR. GROUP MEMBERS: JEFFREY T. SANFILIPPO GROUP MEMBERS: JOHN E. SANFILIPPO GROUP MEMBERS: LISA A. EVON GROUP MEMBERS: MARIAN R. SANFILIPPO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JOHN B & SON INC CENTRAL INDEX KEY: 0000880117 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362419677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0624 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41863 FILM NUMBER: 07709864 BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JASPER B CENTRAL INDEX KEY: 0000935378 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN B SANFILIPPO & SON INC STREET 2: 2299 BUSSE ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D/A 1 c09769sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

John B. Sanfilippo & Son, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
800422 10 7
(CUSIP Number)
Jerry J. Burgdoerfer
Jenner & Block LLP, 330 N. Wabash, Chicago, IL 60611
312-923-2820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 19, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

Jasper B. Sanfilippo
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents (a) 1,360,731 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held directly by Mr. Sanfilippo, (b) 163,045 shares of Class A Stock held by Mr. Sanfilippo as Trustee of certain trusts, the beneficiaries of which are Mr. Sanfilippo’s children and (c) 21,000 shares of Common Stock held directly by Mr. Sanfilippo.)
     
NUMBER OF   1,544,776
         
SHARES 8   SHARED VOTING POWER (Represents shares of Common Stock held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust.)
BENEFICIALLY    
OWNED BY   18,832
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   1,544,776
       
WITH 10   SHARED DISPOSITIVE POWER
     
    18,832
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,563,608
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  16.2% (44.8% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

2


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

Marian R. Sanfilippo
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Includes (a) 24,500 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, and (b) 8,152 shares of Common Stock, all of which are held directly by Mrs. Sanfilippo.)
     
NUMBER OF   32,652
         
SHARES 8   SHARED VOTING POWER (Represents (a) 18,832 shares of Common Stock held by Mrs. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust and (b) 220,220 shares of Class A Stock held by Mrs. Sanfilippo as Co-trustee of certain trusts, the beneficiaries of which are Mrs. Sanfilippo’s children.)
BENEFICIALLY    
OWNED BY   239,052
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   32,652
       
WITH 10   SHARED DISPOSITIVE POWER
     
    239,052
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  271,704
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  3.3% (7.3% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

3


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

Jeffrey T. Sanfilippo
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents 10,000 shares of Common Stock held by Mr. Sanfilippo directly and options to purchase 3,375 shares of Common Stock)
     
NUMBER OF   13,375
         
SHARES 8   SHARED VOTING POWER (Represents (a) 18,832 shares of Common Stock held by Mr. Sanfilippo as Co-trustee of the Sanfilippo Family Education Trust and (b) 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006)
BENEFICIALLY    
OWNED BY   62,876
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   13,375
       
WITH 10   SHARED DISPOSITIVE POWER
     
    62,876
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  76,251
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.9% (1.4% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

4


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

Jasper B. Sanfilippo, Jr.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents options to purchase 3,375 shares of Common Stock)
     
NUMBER OF   3,375
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   3,375
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  47,419
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.6% (1.3% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

5


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

John E. Sanfilippo
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER (Represents 28,152 shares of Common Stock owned directly by Mr. Sanfilippo.)
     
NUMBER OF   28,152
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   28,152
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  72,196
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.9% (1.4% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

6


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

James J. Sanfilippo
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   0
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Mr. Sanfilippo as Co-trustee of the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006.)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  .5% (1.3% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

7


Table of Contents

                     
CUSIP No.
 
800422 10 7 

 

             
1   NAMES OF REPORTING PERSONS.

Lisa A Evon
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)   þ** 
  (b)   o 

** The reporting persons making this filing hold an aggregate of 1,768,496 shares of Class A Stock and 92,886 shares of Common Stock, which in the aggregate represents 52.2% of the voting power of the Company's common equity. The reporting person on this cover page, however, is a beneficial owner of only the securities reported by it on this cover page.
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  Not Applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
         
  7   SOLE VOTING POWER  
     
NUMBER OF   0
         
SHARES 8   SHARED VOTING POWER (Represents 44,044 shares of Class A Stock, $.01 par value per share, which is convertible into Common Stock, par value $.01 per share, held by Ms. Evon as Co-trustee of the Lisa A. Evon Irrevocable Trust, dated October 6, 2006.)
BENEFICIALLY    
OWNED BY   44,044
         
EACH 9   SOLE DISPOSITIVE POWER  
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    44,044
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  44,044
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0.5% (1.3% of combined voting power)
     
14   TYPE OF REPORTING PERSON*
   
  IN

8


TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE


Table of Contents

Introductory Statement
This Schedule 13D is being filed jointly by the persons listed in Item 2 below, which persons are sometimes individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the actions described in Item 4 of this Schedule 13D and with respect to the actions described in Item 4 of the Schedule 13D filed with the Commission on behalf of the Reporting Persons named herein on June 21, 2004 (the “2004 Schedule 13D), and are thus eligible to make a joint filing under Rule 13d-1(k) promulgated under the Exchange Act. Except as expressly set forth in this Amendment to Schedule 13D, each Reporting Person disclaims beneficial ownership of the Common Stock, par value $.01 per share (“Common Stock”), and Class A Common Stock, par value $.01 per share (“Class A Stock”), of the Company beneficially owned by any other Reporting Person.
This joint filing shall serve as an amendment to the 2004 Schedule 13D. This Amendment to the 2004 Schedule 13D is intended to update and supplement the information contained therein.
Item 1. Security and Issuer.
This Amendment to Schedule 13D relates to the Common Stock of John B. Sanfilippo & Son, Inc., a Delaware corporation (“JBSS” or the “Company”), with its principal executive offices at 1703 North Randall Road, Elgin, Illinois 60123. Each Reporting Person owns shares of Class A Stock, which is convertible into shares of Common Stock, and Jasper B. Sanfilippo, Marian R. Sanfilippo, Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr. and John E. Sanfilippo are beneficial owners of shares of Common Stock.
Item 2. Identity and Background
This Schedule 13D is being filed jointly by the individual shareholders set forth below.
     
Shareholder / Address   Occupation / Employment / Business Address
Jasper B. Sanfilippo
Individually, as Co-trustee of the Sanfilippo Family Education Trust, and as Trustee of certain trusts, the beneficiaries of which are Mr. Sanfilippo’s children.
1703 North Randall Road
Elgin, IL 60123
  Chairman of the Board of Directors of the Company
1703 North Randall Road
Elgin, IL 60123
 
   
Marian R. Sanfilippo
Individually, as Co-trustee of the Sanfilippo Family Education Trust, and as Co-trustee of certain trusts, the beneficiaries of which are Mr. Sanfilippo’s children.
1703 North Randall Road
Elgin, IL 60123
  None
 
   
Jeffrey T. Sanfilippo
Individually, as Co-trustee of the Sanfilippo Family Education Trust and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006
1703 North Randall Road
Elgin, IL 60123
  Director and Chief Executive Officer of the Company
1703 North Randall Road
Elgin, IL 60123

9


Table of Contents

     
Shareholder / Address   Occupation / Employment / Business Address
Jasper B. Sanfilippo, Jr.
Individually and as Co-trustee of the Jasper B. Sanfilippo Irrevocable
Trust, dated October 6, 2006
1703 North Randall Road
Elgin, IL 60123
  Director and Chief Operating Officer and
President of the Company
1703 North Randall Road
Elgin, IL 60123
 
   
John E. Sanfilippo
Individually and as Co-trustee of the John E. Sanfilippo
Irrevocable Trust, dated October 6, 2006
1703 North Randall Road
Elgin, IL 60123
  Group President of Corporate Engineering
MAP Equipment Systems, a division of Clear
Lam Packaging
1950 Pratt Boulevard
Elk Grove Village, 60007
 
   
James J. Sanfilippo
Co-trustee of the James J. Sanfilippo Irrevocable Trust,
dated October 6, 2006
1703 North Randall Road
Elgin, IL 60123
  President, Clear Lam Packaging
1950 Pratt Boulevard
Elk Grove Village, 60007
 
   
Lisa A. Evon
Co-trustee of the Lisa A. Evon Irrevocable Trust, dated
October 6, 2006
1703 North Randall Road
Elgin, IL 60123
  Business Manager of the Company
1703 North Randall Road
Elgin, IL 60123
Each Reporting Person is a citizen of the United States. During the last five years, no Reporting Person has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The transactions reported on this Amendment to Schedule 13D involve the transfer of Company securities by the Reporting Persons identified in Item 4 below. Consequently, Item 3 is not applicable.
Item 4. Purpose of Transaction.
The Reporting Persons are filing this Amendment to Schedule 13D for the following purposes:
(a)   Transfer of shares from the 2004 Trusts to the 2006 Trusts
     The Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006, the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006 and the Lisa A. Evon Irrevocable Trust, dated October 6, 2006 (collectively, the “2006 Trusts”) were created on October 6, 2006. On March 19, 2007, the shares that were held in each of the Jeffrey T. Sanfilippo Irrevocable Trust, dated April 7, 2004, the Jasper B. Sanfilippo Irrevocable Trust, dated April 7, 2004, the John E. Sanfilippo Irrevocable Trust, dated April 7, 2004, the James J. Sanfilippo Irrevocable Trust, dated April 7, 2004, and the Lisa A. Evon

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Irrevocable Trust, dated April 7, 2004 (collectively, the “2004 Trusts”) were transferred to the 2006 Trusts as follows: (i) 44,044 shares of the Company’s Class A Stock held in the Jeffrey T. Sanfilippo Irrevocable Trust, dated April 7, 2004 were transferred to the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006; (ii) 44,044 shares of the Company’s Class A Stock held in the Jasper B. Sanfilippo Irrevocable Trust, dated April 7, 2004 were transferred to the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006; (iii) 44,044 shares of the Company’s Class A Stock held in the John E. Sanfilippo Irrevocable Trust, dated April 7, 2004 were transferred to the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006; (iv) 44,044 shares of the Company’s Class A Stock held in the James J. Sanfilippo Irrevocable Trust, dated April 7, 2004 were transferred to the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006; and (v) 44,044 shares of the Company’s Class A Stock held in the Lisa A. Evon Irrevocable Trust, dated April 7, 2004 were transferred to the Lisa A. Evon Irrevocable Trust, dated October 6, 2006.
     The Trustees of the 2004 Trusts were Jeffrey T. Sanfilippo, Trustee for the Jeffrey T. Sanfilippo Irrevocable Trust, dated April 7, 2004, Jasper B. Sanfilippo, Jr., Trustee for the Jasper B. Sanfilippo Irrevocable Trust, dated April 7, 2004, John E. Sanfilippo, Trustee for the John E. Sanfilippo Irrevocable Trust, dated April 7, 2004, James J. Sanfilippo, Trustee for the James J. Sanfilippo Irrevocable Trust, dated April 7, 2004, and Lisa A. Evon, Trustee for the Lisa A. Evon Irrevocable Trust, dated April 7, 2004. The Trustees of the 2006 Trusts are Marian R. Sanfilippo and Jeffrey T. Sanfilippo, Co-trustees for the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, Marian R. Sanfilippo and Jasper B. Sanfilippo, Co-trustees for the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006, Marian R. Sanfilippo and John E. Sanfilippo, Co-Trustees of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, Marian R. Sanfilippo and James J. Sanfilippo, Co-trustees for the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006, and Marian R. Sanfilippo and Lisa A. Evon, Co-trustees for the Lisa A. Evon Irrevocable Trust, dated October 6, 2006.
     As a result of the transfer of an aggregate of 220,220 shares of Class A Stock from the 2004 Trusts to the 2006 Trusts, and due to the fact that Marian R. Sanfilippo serves as a Co-Trustee for each of the 2006 Trusts, Marian R. Sanfilippo acquired beneficial ownership the shares held in the 2006 Trusts on March 19, 2007, the date that the Class A Stock was transferred from the 2004 Trusts to the 2006 Trusts.
Item 5. Interest in Securities of the Issuer.
     (a)-(b) The Reporting Persons, as members of a group, are deemed to beneficially own an aggregate of 1,768,496 shares of Class A stock and 92,886 shares of Common stock. This represents 68.1% of the total outstanding shares of Class A Stock and 18.8% of the total outstanding shares of Common Stock, assuming the conversion of all such shares of Class A Stock into an equal number of shares of Common Stock.
The holders of Common Stock are entitled to elect one-fourth of the members of the Company’s board of directors, rounded up to the nearest whole number. The holders of Class A Stock are entitled to elect the remaining directors. With respect to all matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock and the holders of Class A Stock vote together as a single class, with the holders of Common Stock entitled to one vote per share of Common Stock and the holders of Class A Stock entitled to ten votes per share of Class A Stock.
Based on the relative voting rights of the Class A Stock and Common Stock, the Reporting Persons have or share 52.2% of the total outstanding voting power of the common equity of the Company. The stock ownership of each Reporting Person is as follows:

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            Shared                        
    Sole Voting   Voting           Sole Voting   Shared        
    and   and           and   Voting and   Total    
    Dispositive   Dispositive   Total   Dispositive   Dispositive   Percent   Voting
    Power of   Power of   Percent   Power of   Power of   of   Power of
Reporting   Class A   Class A   of Class   Common   Common   Common   Common
Person   Stock   Stock1   A Stock   Stock   Stock2   Stock3   Equity4
 
Jasper B. Sanfilippo
    1,523,776       0       58.7 %     21,000       18,832       16.2 %     44.8 %
Marian R. Sanfilippo
    24,500       220,220       9.4 %     8,152       18,832       3.3 %     7.3 %
Jeffrey T. Sanfilippo
    0       44,044       1.7 %     13,375       18,832       0.9 %     1.4 %
Jasper B. Sanfilippo
    0       44,044       1.7 %     3,375             0.6 %     1.3 %
John E. Sanfilippo
    0       44,044       1.7 %     28,152             0.9 %     1.4 %
James J. Sanfilippo
    0       44,044       1.7 %                 0.5 %     1.3 %
Lisa A. Evon
    0       44,044       1.7 %                 0.5 %     1.3 %
     
Total
    1,548,276       220,220       68.1 %     74,054       18,832       18.8 %     52.2 %
     
 
1   Marian R. Sanfilippo shares voting and dispositive power over 220,220 shares of Class A Stock as Co-Trustee of each of the 2006 Trusts. Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, John E. Sanfilippo, James J. Sanfilippo and Lisa A. Evon each share the voting and dispositive power with their mother, Marian R. Sanfilippo over the shares of Class A Stock held in the 2006 Trust for which they are the beneficiary.
 
2   Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo share voting and dispositive power over 18,832 shares of Common Stock as Co-trustees of the Sanfilippo Family Education Trust.
 
3   The percentage of Common Stock beneficially owned by each Reporting Person assumes the conversion of all shares of Class A Stock held by such Reporting Person into an equal number of shares of Common Stock.
 
4   The percentage of common equity beneficially owned by each Reporting Person assumes no conversion of Class A Stock into Common Stock and is calculated based on voting power of ten votes per share of Class A Stock.
(c)
      The Reporting Persons identified in Item 2 above have effected the following transactions in the Common Stock of the Company since the 2004 Schedule 13D was filed:
    On October 29, 2004 the Company granted each of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr. vested options to purchase 2,500 shares of Common Stock with an exercise price of $19.833 per share. On August 29, 2005, the Company granted each of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr. vested options to purchase 875 shares of Common Stock with an exercise price of $20.306 per share. The aforementioned grants were part of Jeffrey T. Sanfilippo’s and Jasper B. Sanfilippo,

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      Jr.’s compensation, and, accordingly, the grants were reviewed and approved by the company’s Compensation, Nominating and Governance Committee.
(d)   Not applicable.
 
(e)   Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer.
  (a)   Pursuant to the Restated Certificate, among other things:
  (i)   So long as there is Class A Stock outstanding, holders of Common Stock and Class A Stock will vote together as one class with respect to all matters to be voted on by JBSS’s stockholders, except (a) as required by law; (b) in connection with the election of any directors or class of directors elected by any series or class of preferred stock; or (c) the holders of Common Stock and any class or series of preferred stock granted the right to so vote, voting together as a separate class and excluding the holders of Class A Stock, are entitled to elect a number of directors equal to one-fourth (1/4) of the total number of directors constituting the entire Board of Directors while the holders of Class A Stock are entitled to elect the rest of the directors;
 
  (ii)   Each record holder of Class A Stock is entitled at any time to convert any or all of the shares of such Class A Stock into an equal number of shares of Common Stock;
 
  (iii)   Upon the sale, assignment, pledge or other transfer of any shares or any interest in shares of Class A Stock, other than a “Permitted Transfer” as described in Part 4(b) of Subdivision II of the Restated Certificate, all such transferred shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock;
 
  (iv)   All outstanding shares of Class A Stock will be automatically converted into an equal number of shares of Common Stock upon the date on which the number of outstanding shares of Class A Stock constitutes less than 12.5% of the total number of outstanding shares of Common Equity.
          (b) Jasper B. Sanfilippo, the Chairman of the Board of the Company, is the trustee of five trusts. As the trustee under these trusts Mr. Sanfilippo has the authority to vote, or to direct the vote, and to dispose, or to direct the disposition of the 163,045 shares of Class A Stock held in the aggregate by the trusts. The following table more specifically describes each trust by identifying the name of the trust, the grantor and the beneficiary of the trust (which, with respect to a particular trust, are the same person), and the number of shares of Class A Stock held by each trust. Mr. Sanfilippo is the father of the beneficiary under each trust.
             
Trust   Grantor and Beneficiary   Number of Shares
James J. Sanfilippo Trust Agreement, dated September 26, 1991
  James J. Sanfilippo     32,609  
 
           
Jasper B. Sanfilippo Trust Agreement, dated September 23, 1991
  Jasper B. Sanfilippo     32,609  
 
           
Lisa Ann Sanfilippo Trust Agreement, dated October 4, 1991
  Lisa A. Evon (formerly Lisa Ann Sanfilippo)     32,609  

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Trust   Grantor and Beneficiary   Number of Shares
Jeffrey T. Sanfilippo Trust Agreement, dated October 7, 1991
  Jeffrey T. Sanfilippo     32,609  
 
           
John E. Sanfilippo Trust Agreement, dated October 2, 1991
  John E. Sanfilippo     32,609  
The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Stock, and so much of the principal of the trust, including shares of Class A Stock, as Mr. Sanfilippo, as trustee, determines to be required or advisable based on certain criteria. The beneficiary under each trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock.
     The following table more specifically describes the 2006 Trusts by identifying the name of the trust, the Trustees of the trust, the grantor of the trust, the beneficiary of the trust and the number of shares of Class A Stock held by each trust.
                     
                Number
                of
Trust   Trustees   Grantor   Beneficiary   Shares
Jeffrey T. Sanfilippo
Irrevocable Trust,
dated October 6, 2006
  Jeffrey T. Sanfilippo
and
Marian R. Sanfilippo
  Jasper B. Sanfilippo   Jeffrey T. Sanfilippo     44,044  
 
                   
Jasper B. Sanfilippo
Irrevocable Trust,
dated October 6, 2006
  Jasper B. Sanfilippo, Jr.
and
Marian R. Sanfilippo
  Jasper B. Sanfilippo   Jasper B. Sanfilippo, Jr.     44,044  
 
                   
John E. Sanfilippo
Irrevocable Trust,
dated October 6, 2006
  John E. Sanfilippo
and
Marian R. Sanfilippo
  Jasper B. Sanfilippo   John E. Sanfilippo     44,044  
 
                   
James J. Sanfilippo
Irrevocable Trust,
dated October 6, 2006
  James J. Sanfilippo
and
Marian R. Sanfilippo
  Jasper B. Sanfilippo   James J. Sanfilippo     44,044  
 
                   
Lisa A. Evon
Irrevocable Trust,
dated October 6, 2006
  Lisa A. Evon
and
Marian R. Sanfilippo
  Jasper B. Sanfilippo   Lisa A. Evon     44,044  

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The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Stock, and so much of the principal of the trust, including shares of Class A Stock, as the Co-trustees determine to be required or advisable based on certain criteria. The beneficiary under each trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock
Previously, Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T. Sanfilippo had each pledged 44,044 shares of JBSS Class A Stock, as beneficiaries under their trust agreements, to the Northern Trust Company to secure for each aforementioned individual a separate secured revolving line of credit. The Northern Trust Company subsequently released their interest in such shares.
     (c) Previously, Jasper B. Sanfilippo maintained a line of credit from Northern Trust Company, which was secured by certain shares of Class A Stock that Jasper B. Sanfilippo owned. That line of credit subsequently terminated and, on May 24, 2006, Jasper B. Sanfilippo and Marian R. Sanfilippo entered into certain agreements with Old Second Bank, pursuant to which they received an $8.25 million mortgage, a $4.25 million commercial loan and a $7.5 million line of credit. Pursuant to the terms of the agreements, Mr. and Mrs. Sanfilippo have pledged a total of 1,385,231 shares of Class A Stock and 28,152 shares of Common Stock. If Mr. and Mrs. Sanfilippo default on any of their obligations under these agreements, the bank may have the right to sell the pledged shares. As of the date hereof, payments under this line of credit are up to date and current.
The Reporting Persons may pledge additional shares in the future.
Item 7. Material to be Filed as Exhibits
Exhibit 1            Joint Filing Agreement by and among the Reporting Persons

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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.
Dated: March 19, 2007
             
    JASPER B. SANFILIPPO    
 
           
 
  By:   /s/ JASPER B. SANFILIPPO    
 
           
 
      Jasper B. Sanfilippo, both Individually, as Co-trustee of the Sanfilippo Family Education Trust and as Trustee of the James J. Sanfilippo Trust Agreement, dated September 26, 1991, the Jasper B. Sanfilippo Trust Agreement, dated September 23, 1991, the Lisa Ann Sanfilippo Trust Agreement, dated October 4, 1991, the Jeffrey T. Sanfilippo Trust Agreement, dated October 7, 1991 and the John E. Sanfilippo Trust Agreement, dated October 2, 1991    
 
           
    MARIAN R. SANFILIPPO    
 
           
 
  By:   /s/ MARIAN R. SANFILIPPO    
 
           
 
      Marian R. Sanfilippo, both Individually, as Co-trustee of the Sanfilippo Family Education Trust and as Co-trustee for each of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006, the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006, and the Lisa A. Evon Irrevocable Trust, dated October 6, 2006    
 
           
    JEFFREY T. SANFILIPPO    
 
           
 
  By:   /s/ JEFFREY T. SANFILIPPO    
 
           
 
      Jeffrey T. Sanfilippo, both Individually and as Co-trustee of the Sanfilippo Family Education Trust and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006    

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    JOHN E. SANFILIPPO    
 
           
 
  By:   /s/ JOHN E. SANFILIPPO    
 
           
 
      John E. Sanfilippo, both Individually and as Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006    
 
           
    JASPER B. SANFILIPPO, JR.    
 
           
 
  By:   /s/ JASPER B. SANFILIPPO, JR.    
 
           
 
      Jasper B. Sanfilippo, Jr. both Individually and as Co-trustee of the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006    
 
           
    JAMES J. SANFILIPPO    
 
           
 
  By:   /s/ JAMES J. SANFILIPPO    
 
           
 
      James J. Sanfilippo, as Co-trustee of the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006    
 
           
    LISA A. EVON    
 
           
 
  By:   /s/ LISA A. EVON    
 
           
 
      Lisa A. Evon, as Co-trustee of the Lisa A. Evon Irrevocable Trust, dated dated October 6, 2006    

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Exhibit 1
JOINT FILING AGREEMENT
     This will confirm the agreement by and among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock and Class A Stock of John B. Sanfilippo & Son, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 19, 2007
         
  JASPER B. SANFILIPPO
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, both Individually, as   
    Trustee of the Sanfilippo Family Education Trust and as Trustee of the James J. Sanfilippo Trust Agreement, dated September 26, 1991, the Jasper B. Sanfilippo Trust Agreement, dated September 23, 1991, the Lisa Ann Sanfilippo Trust Agreement, dated October 4, 1991, the Jeffrey T. Sanfilippo Trust Agreement, dated October 7, 1991 and the John E. Sanfilippo Trust Agreement, dated October 2, 1991   
 
  MARIAN R. SANFILIPPO
 
 
  By:   /s/ MARIAN R. SANFILIPPO    
    Marian R. Sanfilippo, both Individually, as   
    Trustee of the Sanfilippo Family Education Trust and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006, the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006, the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006, the James J. Sanfilippo Irrevocable Trust, dated October 6, 2006, and the Lisa A. Evon Irrevocable Trust, dated October 6, 2006   

 


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  JEFFREY T. SANFILIPPO
 
 
  By:   /s/ JEFFREY T. SANFILIPPO    
    Jeffrey T. Sanfilippo, both Individually   
    and as Trustee of the Sanfilippo Family Education Trust and as Co-trustee of the Jeffrey T. Sanfilippo Irrevocable Trust, dated October 6, 2006  
 
 
JOHN E. SANFILIPPO
 
 
  By:   /s/ JOHN E. SANFILIPPO    
    John E. Sanfilippo, both Individually and   
    as Co-trustee of the John E. Sanfilippo Irrevocable Trust, dated October 6, 2006   
 
 
JASPER B. SANFILIPPO
 
 
  By:   /s/ JASPER B. SANFILIPPO    
    Jasper B. Sanfilippo, both Individually and   
    as Co-trustee of the Jasper B. Sanfilippo Irrevocable Trust, dated October 6, 2006   
 
 
JAMES J. SANFILIPPO
 
 
  By:   /s/ JAMES J. SANFILIPPO    
    James J. Sanfilippo, as Co-trustee of the   
    James J. Sanfilippo Irrevocable Trust, dated October 6, 2006   
 
  LISA A. EVON
 
 
  By:   /s/ LISA A. EVON    
    Lisa A. Evon, as Co-trustee of the Lisa A.   
    Evon Irrevocable Trust, dated dated October 6, 2006  
 

 

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