SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Green Plains, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

393222104

(CUSIP Number)

FREDERICK DISANTO

C/O ANCORA HOLDINGS GROUP, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 31, 2023

(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 ¨.

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.

1              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).

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Merlin, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					28,883
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					28,883
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			28,883
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Merlin Institutional, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					303,033
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					303,033
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			303,033
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Catalyst, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					29,992
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					29,992
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			29,992
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

4

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Catalyst Institutional, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					300,401
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					300,401
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			300,401
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

5

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Impact Fund SPC Ltd Segregated Portfolio H
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			CAYMAN ISLANDS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,077,110
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					1,077,110
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,077,110
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.8%
	14	TYPE OF REPORTING PERSON
			CO

6

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Impact Fund LP Series Q*
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					482,048
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					482,048
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			482,048
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

*This Series Q is part of a series of Ancora Impact Fund LP, a series limited partnership.

7

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Impact Fund LP Series S*
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,224,110
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					1,224,110
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,224,110
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.1%
	14	TYPE OF REPORTING PERSON
			PN

*This Series S is part of a series of Ancora Impact Fund LP, a series limited partnership.

8

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			NEVADA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,359
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					3,359
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,359
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IA, OO

9

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Alternatives LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			OHIO
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,184,487
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					4,184,487
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,184,487
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.1%
	14	TYPE OF REPORTING PERSON
			IA, OO

10

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Family Wealth Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			OHIO
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,124
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					3,124
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,124
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IA, OO

11

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			The Ancora Group LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			OHIO
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,359
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					3,359
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,359
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			CO

12

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Inverness Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,124
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					3,124
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,124
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			OO

13

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Ancora Holdings Group, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			OHIO
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,190,970
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					4,190,970
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,190,970
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.1%
	14	TYPE OF REPORTING PERSON
			CO

14

CUSIP No. 393222104

	1	NAME OF REPORTING PERSON
			Frederick DiSanto
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					25,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,190,970
PERSON WITH			9	SOLE DISPOSITIVE POWER
					25,000
			10	SHARED DISPOSITIVE POWER
					4,190,970
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,215,970
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.1%
	14	TYPE OF REPORTING PERSON
			IN

15

CUSIP No. 393222104

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is amended and restated to read as follows:

(a)       This statement is filed by:

(i) Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”), with respect to the Shares directly and beneficially owned by it;

(ii) Ancora Merlin Institutional, LP, a Delaware limited partnership (“Ancora Merlin Institutional”), with respect to the Shares directly and beneficially owned by it;

(iii) Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), with respect to the Shares directly and beneficially owned by it;

(iv) Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”), with respect to the Shares directly and beneficially owned by it;

(v) Ancora Impact Fund LP – Series Q, a series of Ancora Impact Fund LP, a Delaware limited partnership (“Ancora Impact Q”), with respect to the Shares directly and beneficially owned by it;

(vi) Ancora Impact Fund LP – Series S, a series of Ancora Impact Fund LP, a Delaware limited partnership (“Ancora Impact S” and together with Ancora Merlin, Ancora Merlin Institutional, Ancora Catalyst, Ancora Catalyst Institutional, Ancora Impact Q and Ancora Impact S, the “Ancora LP Funds”)), with respect to the Shares directly and beneficially owned by it;

(vii) Ancora Impact Fund SPC Ltd. – Segregated Portfolio H, a Cayman Islands segregated portfolio company (“Ancora SPC H” and together with the Ancora LP Funds, the “Ancora Funds”), with respect to the Shares directly and beneficially owned by it;

(viii) Ancora Advisors, LLC, a Nevada limited liability company (“Ancora Advisors”), as the investment advisor to a certain separately managed account (the “Ancora Advisors SMA”);

(ix) Ancora Alternatives LLC, an Ohio limited liability company (“Ancora Alternatives”), as the general partner of each of the Ancora LP Funds and as the investment advisor to each of the Ancora Funds and certain separately managed accounts (the “Ancora Alternatives SMAs”);

(x) Ancora Family Wealth Advisors, LLC, an Ohio limited liability company (“Ancora Family Wealth”), as the investment advisor to certain separately managed accounts (the “Ancora Family Wealth SMAs”);

16

CUSIP No. 393222104

(xi) The Ancora Group LLC, an Ohio limited liability company (“Ancora LLC”), as the sole member of Ancora Advisors;

(xii) Inverness Holdings LLC, a Delaware limited liability company (“Inverness Holdings”), as the sole member of Ancora Family Wealth;

(xiii) Ancora Holdings Group, LLC, an Delaware limited liability company (“Ancora Holdings”), as the sole member of each of Ancora Alternatives and Inverness Holdings and as the sole member of Ancora LLC; and

(xiv) Frederick DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to the Joint Filing Agreement as further described in Item 6 below. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora SPC H. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of the Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora LLC, Inverness Holdings, Ancora Holdings and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as the investment advisor to the Ancora Advisors SMAs. The principal business of Ancora Alternatives is serving as the general partner of each of the Ancora LP Funds and as the investment advisor of each of the Ancora Funds and the Ancora Alternatives SMA. The principal business of Ancora Family Wealth is serving as investment advisor to the Ancora Family Wealth SMAs. The principal business of Ancora LLC is serving as the sole member of Ancora Advisors. The principal business of Inverness Holdings is serving as the sole member of Ancora Family Wealth. The principal business of Ancora Holdings is serving as the sole member of each of Ancora Alternatives, Inverness Holdings and Ancora LLC. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Other than as disclosed below, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been 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. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

17

CUSIP No. 393222104

(f)       Mr. DiSanto is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA, Ancora Alternatives SMAs and the Ancora Family Wealth SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 28,883 Shares owned directly by Ancora Merlin is approximately $950,315, including brokerage commissions. The aggregate purchase price of the 303,033 Shares owned directly by Ancora Merlin Institutional is approximately $10,062,448, including brokerage commissions. The aggregate purchase price of the 29,992 Shares owned directly by Ancora Catalyst is approximately $978,373, including brokerage commissions. The aggregate purchase price of the 300,401 Shares owned directly by Ancora Catalyst Institutional is approximately $9,926,764, including brokerage commissions. The aggregate purchase price of the 482,048 Shares owned directly by Ancora Impact Q is approximately $16,087,500, including brokerage commissions. The aggregate purchase price of the 1,224,110 Shares owned directly by Ancora Impact S is approximately $40,760,000, including brokerage commissions. The aggregate purchase price of the 1,077,110 Shares owned directly by Ancora SPC H is approximately $34,700,384, including brokerage commissions. The aggregate purchase price of the 3,359 Shares held in the Ancora Advisors SMA is approximately $111,855, including brokerage commissions. The aggregate purchase price of the 738,910 Shares held in the Ancora Alternatives SMAs is approximately $24,440,985, including brokerage commissions. The aggregate purchase price of the 3,124 Shares held in the Ancora Family Wealth SMAs is approximately $209,230, including brokerage commissions.

The Shares purchased by Mr. DiSanto were purchased in the open market with personal funds. The aggregate purchase price of the 25,000 shares beneficially owned by Mr. DiSanto is approximately $693,853, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 31, 2023, the Reporting Persons issued a press release and sent an open letter to the Issuer’s Board of Directors (the “Board”) detailing the Reporting Persons’ view that the Board should commence a review of value-maximizing strategic alternatives (the “Press Release”). In the Press Release, the Reporting Persons acknowledge the significant governance and operational enhancements implemented by the Board over the past two years which have increased the Issuer’s value and made it a highly attractive business for strategic acquirers in the agricultural products and energy sectors. The letter also details certain long-term risks facing the Issuer that have developed which are likely to create a particularly challenging environment for the Issuer as a standalone company. Accordingly, the Reporting Persons believe the Board should commence a robust strategic review process in an effort to maximize value for all shareholders. A copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5 (a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,295,496 Shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022.

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CUSIP No. 393222104

A. Ancora Merlin

(a) As of the date hereof, Ancora Merlin beneficially owned directly 28,883 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 28,883
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 28,883

B. Ancora Merlin Institutional

(a) As of the date hereof, Ancora Merlin Institutional beneficially owned directly 303,033 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 303,033
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 303,033

C. Ancora Catalyst

(a) As of the date hereof, Ancora Catalyst beneficially owned directly 29,992 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 29,992
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 29,992

D. Ancora Catalyst Institutional

(a) As of the date hereof, Ancora Catalyst Institutional beneficially owned directly 300,401 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 300,401
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 300,401

E. Ancora Impact Q

(a) As of the date hereof, Ancora Impact Q beneficially owned directly 482,048 Shares.

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CUSIP No. 393222104

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 482,048
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 482,048

F. Ancora Impact S

(a) As of the date hereof, Ancora Impact S beneficially owned directly 1,224,110 Shares.

Percentage: 2.1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,224,110
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,224,110

G. Ancora SPC H

(a) As of the date hereof, Ancora SPC H beneficially owned directly 1,077,110 Shares.

Percentage: Approximately 1.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,077,110
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,077,110

H. Ancora Advisors

(a) As of the date hereof, 3,359 Shares were held in the Ancora Advisors SMA. Ancora Advisors, as the investment advisor to the Ancora Advisors SMA, may be deemed to beneficially own 3,359 Shares held in the Ancora Advisors SMA.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,359
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,359

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CUSIP No. 393222104

I. Ancora Alternatives

(a) Ancora Alternatives, as the investment advisor to each of the Ancora Funds and the Ancora Alternatives SMAs and the general partner of each of the Ancora LP Funds, may be deemed to beneficially own 4,184,487 Shares consisting of (i) 28,883 Shares beneficially owned directly by Ancora Merlin, (ii) 303,033 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 29,992 Shares beneficially owned directly by Ancora Catalyst, (iv) 300,401 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 482,048 Shares beneficially owned directly by Ancora Impact Q, (vi) 1,224,110 Shares beneficially owned directly by Ancora Impact S, (vii) 1,077,110 Shares beneficially owned directly by Ancora SPC H and (x) 738,910 Shares held in the Ancora Alternatives SMAs.

Percentage: Approximately 7.1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,184,487
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,184,487

J. Ancora Family Wealth

(a) As of the date hereof, 3,124 Shares were held in the Ancora Family Wealth SMAs. Ancora Family Wealth, as the investment advisor to the Ancora Family Wealth SMAs, may be deemed to beneficially own the 3,124 Shares held in the Ancora Family Wealth SMAs.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,124
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,124

K. Ancora LLC

(a) Ancora LLC, as the sole member of Ancora Advisors, may be deemed to beneficially own 3,359 Shares held in the Ancora Advisors SMA.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,359
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,359

L. Inverness Holdings

(a) Inverness Holdings, as the sole member of Ancora Family Wealth, may be deemed to beneficially own the 3,124 Shares held in the Ancora Family Wealth SMAs.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,124
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,124

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CUSIP No. 393222104

M. Ancora Holdings

(a) Ancora Holdings, as the sole member of each of Ancora Alternatives, Inverness Holdings and Ancora LLC, may be deemed to beneficially own 4,190,970 Shares consisting of (i) 28,883 Shares beneficially owned directly by Ancora Merlin, (ii) 303,033 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 29,992 Shares beneficially owned directly by Ancora Catalyst, (iv) 300,401 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 482,048 Shares beneficially owned directly by Ancora Impact Q, (vi) 1,224,110 Shares beneficially owned directly by Ancora Impact S, (vii) 1,077,110 Shares beneficially owned directly by Ancora SPC H, (viii) 738,910 Shares held in the Ancora Alternatives SMAs, (ix) 3,359 Shares held in the Ancora Advisors SMA, and (x) 3,124 Shares held in the Ancora Family Wealth SMAs.

Percentage: Approximately 7.1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,190,970
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,190,970

N. Mr. DiSanto

(a) As of the date hereof, Mr. DiSanto directly beneficially owned 25,000 Shares. As the Chairman and Chief Executive Officer of Ancora Holdings, he may be deemed to beneficially own 4,190,970 Shares consisting of (i) 28,883 Shares beneficially owned directly by Ancora Merlin, (ii) 303,033 Shares beneficially owned directly by Ancora Merlin Institutional, (iii) 29,992 Shares beneficially owned directly by Ancora Catalyst, (iv) 300,401 Shares beneficially owned directly by Ancora Catalyst Institutional, (v) 482,048 Shares beneficially owned directly by Ancora Impact Q, (vi) 1,224,110 Shares beneficially owned directly by Ancora Impact S, (vii) 1,077,110 Shares beneficially owned directly by Ancora SPC H, (viii) 738,910 Shares held in the Ancora Alternatives SMAs, (ix) 3,359 Shares held in the Ancora Advisors SMA, and (x) 3,124 Shares held in the Ancora Family Wealth SMAs.

Percentage: Approximately 7.1%

(b) 1. Sole power to vote or direct vote: 25,000
2. Shared power to vote or direct vote: 4,190,970
3. Sole power to dispose or direct the disposition: 25,000
4. Shared power to dispose or direct the disposition: 4,190,970

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c) The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin sold American-style call options referencing an aggregate 9,200 Shares, 22,400 Shares, 57,300 Shares, 20,300 Shares, 800 Shares, 900 Shares and 100 Shares, respectively, which have an exercise price of $45 and which expire on June 16, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin sold American-style call options referencing an aggregate 26,700 Shares, 17,300 Shares, 44,000 Shares, 38,700 Shares, 2,300 Shares, 25,800 Shares and 2,500 Shares, respectively, which have an exercise price of $50 and which expire on June 16, 2023, as further described on Schedule B hereto.

Ancora Alternatives has purchased American-style put options referencing an aggregate 50,000 Shares which have an exercise price of $20 and which expire on March 17, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 82,400 Shares, 7,800 Shares, 81,900 Shares and 8,100 Shares, respectively, which have an exercise price of $23 and which expire on March 17, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 27,600 Shares, 17,300 Shares, 44,000 Shares, 38,700 Shares, 2,400 Shares, 19,100 Shares and 1,900 Shares, respectively, which have an exercise price of $25 and which expire on June 16, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 8,300 Shares, 22,400 Shares, 57,300 Shares, 20,300 Shares, 700 Shares, 7,600 Shares and 700 Shares, respectively, which have an exercise price of $25 and which expire on March 17, 2023, as further described on Schedule B hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Joint Filing Agreement, dated January 31, 2023.

99.2 Press Release, dated January 31, 2023.

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CUSIP No. 393222104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2023

Ancora Merlin, LP
Ancora Merlin Institutional, LP
Ancora Catalyst, LP
Ancora Catalyst Institutional, LP
Ancora Impact Fund LP – Series Q
Ancora Impact Fund LP – Series S
By:	Ancora Alternatives LLC, its Investment Advisor and General Partner
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Impact Fund SPC Ltd. – Segregated Portfolio H
By:	Ancora Alternatives LLC, its Investment Advisor
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Alternatives LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

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CUSIP No. 393222104

Ancora Advisors, LLC
By:	The Ancora Group LLC, its Sole Member
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Family Wealth Advisors, LLC
By:	Inverness Holdings LLC, its Sole Member
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

The Ancora Group LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Inverness Holdings LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Holdings Group, LLC
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

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CUSIP No. 393222104

/s/ Frederick DiSanto

Frederick DiSanto

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CUSIP No. 393222104

SCHEDULE A

Directors and Officers of Ancora Impact Fund SPC Ltd. – Segregated Portfolio H

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Bradley Zucker Director	Company Director	6060 Parkland Boulevard Suite 200 Cleveland, Ohio 44124	United States
Julie O’Hara Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Canada
Ronan Guilfoyle Director	Company Director	94 Solaris Avenue Box 1348, Camana Bay Grand Cayman Cayman Islands KY1-1108	Ireland

CUSIP No. 393222104

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

Nature of Transaction Amount of Securities
Purchased/(Sold) Price per Security ($) Date of Purchase/Sale

ANCORA MERLIN, LP

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(700)	74.6014	12/15/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	700	126.1414	12/15/2022

ANCORA MERLIN INSTITUTIONAL, LP

Short Sale of Juvne 16, 2023 Call Option ($50.00 Strike Price)	(7,600)	74.6036	12/15/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	7,600	126.1417	12/15/2022

ANCORA CATALYST, LP

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(700)	74.1986	12/15/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	700	127.0586	12/15/2022

ANCORA CATALYST INSTITUTIONAL, LP

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(8,300)	74.6282	12/15/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	8,300	126.6300	12/15/2022

ANCORA IMPACT FUND LP – SERIES Q

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(17,300)	167.9961	12/02/2022
Short Sale of June 16, 2023 Call Option ($45.00 Strike Price)	(22,400)	98.2677	12/16/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	22,400	156.6000	12/16/2022

CUSIP No. 393222104

ANCORA IMPACT FUND LP – SERIES S

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(44,000)	167.9961	12/02/2022
Purchase of June 16, 2023 Put Option ($25.00 Strike Price)	44,000	177.0000	12/02/2022
Short Sale of June 16, 2023 Call Option ($45.00 Strike Price)	(57,300)	98.2677	12/16/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	57,300	156.6000	12/16/2022

ANCORA IMPACT FUND SPC LTD. – SEGREGATED PORTFOLIO H

Short Sale of June 16, 2023 Call Option ($50.00 Strike Price)	(38,700)	167.9961	12/02/2022
Short Sale of June 16, 2023 Call Option ($45.00 Strike Price)	(20,300)	98.2677	12/16/2022
Purchase of March 17, 2023 Put Option ($25.00 Strike Price)	20,300	156.6000	12/16/2022

ANCORA FAMILY WEALTH ADVISORS, LLC

(Through the Ancora Family Wealth SMAs)

Sale of Common Stock (25,000) 29.8824 12/29/2022

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Green Plains Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 31, 2023

Ancora Merlin, LP
Ancora Merlin Institutional, LP
Ancora Catalyst, LP
Ancora Catalyst Institutional, LP
Ancora Impact Fund LP – Series Q
Ancora Impact Fund LP – Series S
By:	Ancora Alternatives LLC, its Investment Advisor and General Partner
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Impact Fund SPC Ltd. – Segregated Portfolio H
By:	Ancora Alternatives LLC, its Investment Advisor
By:	Ancora Holdings Group LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Alternatives LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Advisors, LLC
By:	The Ancora Group Inc., its Sole Member
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Family Wealth Advisors, LLC
By:	Inverness Holdings LLC, its Sole Member
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

The Ancora Group LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Inverness Holdings LLC
By:	Ancora Holdings Group, LLC, its Sole Member
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

Ancora Holdings Group, LLC
By:	/s/ Frederick DiSanto
	Name:	Frederick DiSanto
	Title:	Chairman and Chief Executive Officer

/s/ Frederick DiSanto

Frederick DiSanto

EX-99.2

Exhibit 99.2

Ancora Sends Letter to Green Plains’ Board of Directors Regarding the Need to Explore a Sale

Believes Green Plains’ Ongoing Transformation Faces Numerous Long-Term Risks, Ranging from Economic Volatility to Secular Headwinds to Policy Shifts

Contends the Board Should Proactively Evaluate Sale Options to Maximize the Value of the Company’s Disruptive AgTech IP Portfolio and Green Plains’ Position as a Major Feedstock Producer in the Rapidly Consolidating Renewable Diesel Industry

Estimates a Sale to a Strategic Acquirer Would Yield $50 Per Share or More for Shareholders, Likely Representing the Best Risk-Adjusted Path Forward

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”), which is the second largest shareholder of Green Plains Inc. (NASDAQ: GPRE) (“Green Plains” or the “Company”) with ownership of nearly 7% of the Company’s outstanding common shares, today released the below letter that it has sent to the Company’s Board of Directors (the “Board”).

***

January 31, 2023

Green Plains Inc.

1811 Aksarben Drive

Omaha, Nebraska 68106

Attn: The Board of Directors

Members of the Board of Directors,

Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”) is the second largest shareholder of Green Plains Inc. (NASDAQ: GPRE) (“Green Plains” or the “Company”), with ownership of nearly 7% of the Company’s outstanding common shares. We want to begin by commending the Board of Directors (the “Board”) and management for beginning to transform Green Plains from an ethanol producer to a sustainable biorefinery platform with significant long-term potential. Since Ancora became a shareholder two years ago, Chief Executive Officer Todd Becker has consistently engaged with us to detail the Company’s progress and reiterate his ambitious vision. Mr. Becker’s engagement and the Board’s willingness to enact a subset of our proposed governance enhancements last year have helped Ancora and Green Plains maintain an increasingly positive dialogue.

While leadership’s efforts have created significant value over the past two years, the Company’s transformation still represents a bet on the long-term potential seen by Mr. Becker and the Board. Clearly, the Board was very comfortable continually doubling down on this bet prior to the economy contracting, interest rates rising and growth companies seeing their valuation multiples reset. In 2023, however, the macro environment presents a much larger challenge to Green Plains. This reality compounds the political, execution and operating risks inherently associated with the Company continuing its transformation.

Given the aforementioned risks, and the fact that Green Plains’ underlying value is significantly greater than where its shares are trading today, we are asking the Board to commence a review of value-maximizing strategic alternatives. As detailed in this letter, we believe Green Plains’ initial transformation efforts have made it a highly attractive business for strategic acquirers in the agricultural products and energy sectors.

1

The Value Created by Green Plains’ Initial Transformation Efforts

Green Plains’ 2021 acquisition of Fluid Quip Technologies helped accelerate its transformation and has produced significant value for shareholders by adding several disruptive technologies to the Company’s portfolio. These new technologies, particularly Green Plains’ new AgTech assets, have enabled the Company to begin producing ultra-high protein ingredients and industrial grade clean sugar, while also enhancing the platform’s renewable corn oil production. Given the scarcity and highly coveted nature of these new co-products, they provide Green Plains with a strategic advantage over its competitors.

The renewable diesel industry is expected to experience significant growth over the next two years as several major expansion projects come online. Green Plains finds itself in an envious position with a clear path to produce roughly 400 million pounds of renewable corn oil, which is a scarce and valuable feedstock for the renewable diesel industry. This sort of scarce, low-carbon intensity feedstock has attracted buyers in the sector who have recently acquired similar companies at very healthy multiples. We believe that the value of Green Plains’ renewable corn oil will continue to multiply, but the time to maximize its value could be in the next 12 months as renewable diesel producers look to secure low-carbon intensity feedstock before their production begins.

Green Plains is also in the process of commercializing its clean sugar ingredients, which we estimate will be the most disruptive aspect of the Company’s AgTech portfolio. If the Company is successful in this venture, we believe its clean sugar ingredients will become a significant competitive threat to the industrial grade dextrose and glucose oligopoly that Archer-Daniels-Midland Company, Ingredion Incorporated, Tate & Lyle Plc. and Cargill Incorporated have operated in for decades. Green Plains’ clean sugar initiatives represent the highest margin opportunity in the Company’s portfolio, and we believe the strategic nature of this co-product would attract significant interest from competitors. It is our belief that Green Plains’ ties to the ethanol industry are masking the value of its strategic and highly competitive co-products.

An Overview of the Market, Execution and Political Risks Associated with Green Plains Swinging for the Fences as a Standalone Company

Despite Green Plains’ long-term potential, there are several factors outside of the Company’s control that could potentially derail its progress. The commercialization of ultra-high protein ingredients is making slower progress than previously thought, with the economics of the opportunity yet to yield meaningful financial results. At the same time, the Company’s aspirations to decarbonize its operations rely on the Summit Carbon Solutions Pipeline being completed over the next three years. The successful completion of this project is pivotal to Green Plains’ ability to capture the sustainable aviation fuel market over the remainder of the decade. These are all inherent risks that are outside of the Company’s control and represent a meaningful risk to long-term value creation potential for Green Plains’ stakeholders.

Additional detail on our concerns include:

· Market Risk: Every single day there are fewer fuel-burning cars on the road. According to BloombergNEF, more than 50% of the automobiles in the U.S. will be electric by 2030. This number could ultimately be larger – and on a shorter time horizon – based on the tens of billions of dollars in investments that global automotive companies are making in electric vehicle production. Beyond the automotive world, other major consumers of fossil and alternative fuels have sped up their transitions to solar and other renewable power sources due to the war in Ukraine and sustained supply chain headwinds. The market’s demand-side risk is a legitimate threat to the Company’s business over the long term.

· Execution Risk: Corn oil production and high-protein ingredients have been in high demand while the flow of legacy fuels has been hindered by price and shipping issues. Looking ahead, clean sugar could create significant upside value for Green Plains over time. But there are considerable challenges associated with the development, execution and commercialization of Green Plains’ clean sugar ingredients over the next several years. Building and maintaining proper production in this area can be extremely capital intensive when it comes to facilities, personnel, shipping and hedging. Global energy companies with significant scale, long-term international relationships and more capital are best positioned to take the risks and, if those risks pay off, dominate the marketplace.

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· Political Risk: While the current Democratic administration in the U.S. has been bullish on the “Green” energy transition, Republicans have been far less supportive. The House of Representatives just swung back to the Republicans, suggesting further political change may be coming to Washington, D.C. in 2024. If there were to be a change in the administration, we suspect it could be a negative headwind for the Company’s products.

The Rationale for a Near-Term Review of Strategic Alternatives

In light of these realities, we believe it is in the best interests of all shareholders for the Board to promptly retain an independent financial advisor to carry out a market test and see what qualified buyers would pay to acquire all of Green Plains. We contend that this is a very logical and responsible step in light of the numerous long-term risks that shareholders will be required to assume if Green Plains continues pursuing its transformation in the public market. Running a comprehensive process is a prudent way to identify whether shareholders can be de-risked and receive a sizable premium this year that would be entirely based on the Company’s long-term potential. Our analysis and diligence indicate that strategic buyers with considerable cash on their balance sheets could be interested in acquiring the Company at a significant premium to current trading prices.

In recent years, there has been significant interest in renewable energy companies, such as Green Plains, by sizable strategic buyers for whom the current financing markets are not a concern. BP Plc., Chevron Corporation and Neste Corporation, for example, have all been active buyers in the sector. We believe there would likewise be tremendous interest in acquiring the entire Green Plains business from multiple strategic buyers from both the agricultural products and energy industries. We estimate a strategic buyer would pay $50 per share, or more, to acquire Green Plains in a robust strategic process.

Most buyers would rather join an organized auction than approach the Board with an unsolicited indication of interest. You have very experienced Board advisors who can surely attest that potential acquirers should not be expected to knock on the door. As such, telling us that "the Board is always open to fielding offers and exploring alternatives” is not a sufficient response.

Next Steps

In closing, we want to reiterate our appreciation for the efforts put forth by the Board and management in recent years. We do, however, believe the best path to delivering shareholders an optimal risk-adjusted return is by pursuing a full sale of the Company given the meaningful risks we have identified and the considerable demand for renewable assets by well-funded buyers.

We welcome the opportunity to present our analysis to the Board and provide recommendations for proceeding with a successful review process.

Sincerely,
/s/ Frederick D. DiSanto	/s/ James Chadwick
Frederick D. DiSanto Chairman and Chief Executive Officer Ancora Holdings Group LLC	James Chadwick President Ancora Alternatives LLC

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About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management and retirement plan services to individuals and institutions across the United States. The firm's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

Contacts

Longacre Square Partners

Charlotte Kiaie / Scott Deveau, 646-386-0091

ancora@longacresquare.com

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