0001214659-23-012167.txt : 20230907 0001214659-23-012167.hdr.sgml : 20230907 20230907161509 ACCESSION NUMBER: 0001214659-23-012167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230905 FILED AS OF DATE: 20230907 DATE AS OF CHANGE: 20230907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seaberg Karen CENTRAL INDEX KEY: 0001471262 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 231242411 MAIL ADDRESS: STREET 1: 20073 266TH ROAD STREET 2: #266 CITY: ATCHISON STATE: KS ZIP: 66002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MGP INGREDIENTS INC CENTRAL INDEX KEY: 0000835011 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 480531200 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 MAIN ST CITY: ATCHISON STATE: KS ZIP: 66002 BUSINESS PHONE: 9133671480 MAIL ADDRESS: STREET 1: 1300 MAIN STREET CITY: ATCHISON STATE: KS ZIP: 66002 FORMER COMPANY: FORMER CONFORMED NAME: MIDWEST GRAIN PRODUCTS INC DATE OF NAME CHANGE: 19920703 4 1 marketforms-62563.xml PRIMARY DOCUMENT X0508 4 2023-09-05 0000835011 MGP INGREDIENTS INC MGPI 0001471262 Seaberg Karen 20073 266TH ROAD ATCHISON KS 66002 true false true false 1 Common Stock 2023-09-05 4 J true 50844 D 2208805 I By Cray MGP Holdings LP Common Stock 2023-09-05 4 J true 50839 D 2157966 I By Cray MGP Holdings LP Common Stock 2023-09-05 4 S false 853 117.22 D 159732 I by Trust Common Stock 87878 I by IRA Common Stock 55698 I by GST Trust for LM Common Stock 62207 I by GST Trust for MH Common Stock 392795 I by Seaberg MGP Holdings Forward Sale Contract (Obligation to Sell) 2023-09-05 4 J true 1 0 D 2023-09-05 2023-09-05 Common Stock 50844 0 I by Cray MGP Holdings LP Forward Sale Contract (Obligation to Sell) 2023-09-05 4 J true 1 0 D 2023-09-05 2023-09-05 Common Stock 50839 0 I by Cray MGP Holdings LP The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On September 5, 2023, Cray MGP Holdings LP settled two forward sale contracts, each an obligation to deliver shares of the Issuer's common stock, that were entered into on June 7, 2023 as separate redemption agreements among Cray MGP Holdings LP, Cray Management and each of two limited partners of Cray MGP Holdings, LP. Among other things, each redemption agreement obligated or obligates, as the case may be, Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a number of shares (the "Future Closing Shares") pursuant to a formula described below in three installments on specified dates in September 2023, September 2024 and September 2025. In exchange for assuming these obligations, Cray MGP Holdings, LP redeemed on September 5, 2023 all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP. The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date. The last reported sales price on August 28, 2023 was $118.84. The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date. The last reported sales price on August 28, 2023 was $118.84. Represents a weighted average price per share. These shares were sold in multiple transactions at prices ranging from $116.47 to $118.58 per share. The reporting person undertakes to provide to MGP Ingredients, Inc., any security holder of MGP Ingredients, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. These shares were sold pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on March 14, 2023. On August 29, 2023, 642 shares previously held by the reporting person directly were transferred into the reporting person's trust in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13. The reporting person's direct ownership of common stock was inadvertently reported as 336 shares on her Form 4 filed on August 2, 2023. However, prior to August 29, 2023, there were no changes to the reporting person's direct ownership since the Form 4 she filed on July 7, 2023, which reported timely her acquisition of 306 shares of common stock in lieu of a cash retainer in connection with the reporting person's service as a director and also disclosed a total of 642 shares of common stock in the form of direct ownership. /s/ Karen Seaberg 2023-09-07