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