0001235110-21-000033.txt : 20211007 0001235110-21-000033.hdr.sgml : 20211007 20211007161318 ACCESSION NUMBER: 0001235110-21-000033 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210401 FILED AS OF DATE: 20211007 DATE AS OF CHANGE: 20211007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lux Michele CENTRAL INDEX KEY: 0001853910 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312536 MAIL ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Erblich Christopher E. CENTRAL INDEX KEY: 0001853828 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312535 MAIL ADDRESS: STREET 1: 5060 N. 40TH STREET, SUITE 250 CITY: PHOENIX STATE: AZ ZIP: 85018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lux Catherine N. CENTRAL INDEX KEY: 0001853879 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312532 MAIL ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CNL 2013 Irrevocable Trust dated April 2, 2013 CENTRAL INDEX KEY: 0001853887 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312529 BUSINESS ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 605-275-1586 MAIL ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lux Paul S. CENTRAL INDEX KEY: 0001855012 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312537 MAIL ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PandoTree Trust Company, LLC CENTRAL INDEX KEY: 0001853929 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312531 BUSINESS ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 605-275-1586 MAIL ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 CENTRAL INDEX KEY: 0001853980 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312534 BUSINESS ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 BUSINESS PHONE: 314-772-2626 MAIL ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 CENTRAL INDEX KEY: 0001854806 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312530 BUSINESS ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 605-275-1586 MAIL ADDRESS: STREET 1: 212 S. MAIN AVENUE, SUITE 145 CITY: SIOUX FALLS STATE: SD ZIP: 57104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012 CENTRAL INDEX KEY: 0001854972 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 211312533 BUSINESS ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 BUSINESS PHONE: 314-772-2626 MAIL ADDRESS: STREET 1: 5050 KEMPER AVENUE CITY: ST. LOUIS STATE: MO ZIP: 63139 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 3/A 1 edgar.xml PRIMARY DOCUMENT X0206 3/A 2021-04-01 2021-04-05 0 0000835011 MGP INGREDIENTS INC MGPI 0001855012 Lux Paul S. 5050 KEMPER AVENUE ST. LOUIS MO 63139 0 0 1 1 Member of 10% owner group 0001853910 Lux Michele 5050 KEMPER AVENUE ST. LOUIS MO 63139 0 0 1 1 member of 10% owner group 0001853828 Erblich Christopher E. 5060 N. 40TH STREET SUITE 250 PHOENIX AZ 85018 0 0 1 1 Member of 10% owner group 0001853980 Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 5050 KEMPER AVENUE ST. LOUIS MO 63139 0 0 1 1 Member of 10% owner group 0001854972 Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012 5050 KEMPER AVENUE ST. LOUIS MO 63139 0 0 1 1 Member of 10% owner group 0001853879 Lux Catherine N. 5050 KEMPER AVENUE ST. LOUIS MO 63139 0 0 1 1 Member of 10% owner group 0001853929 PandoTree Trust Company, LLC 212 S. MAIN AVENUE SUITE 145 SIOUX FALLS SD 57104 0 0 1 1 Member of 10% owner group 0001854806 Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 212 S. MAIN AVENUE SUITE 145 SIOUX FALLS SD 57104 0 0 1 1 Member of 10% owner group 0001853887 CNL 2013 Irrevocable Trust dated April 2, 2013 212 S. MAIN AVENUE SUITE 145 SIOUX FALLS SD 57104 0 0 1 1 Member of 10% owner group Common Stock 990828 I By Paul S. Lux Common Stock 367370 I By Michele B, Lux Common Stock 367370 I By Christopher E. Erblich Common Stock 651189 I By Catherine N. Lux Common Stock 651189 I By PandoTree Trust Company, LLC Common Stock 183685 D Common Stock 183685 D Common Stock 623458 D Common Stock 27731 D Paul S. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux also may be deemed to have a pecuniary interest in an additional 623,458 shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated September 16, 2005. Paul S. Lux is the spouse of Leslie P. Lux. Michele B. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Michele B. Lux is the spouse of Donn S. Lux. Christopher E. Erblich may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Catherine N. Lux may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013. PandoTree Trust Company, LLC may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013. These securities are beneficially owned by Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust. These securities are beneficially owned by Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust. These securities are beneficially owned by CNL 2013 Irrevocable Trust dated April 2, 2013. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust. This is form 2 of 2. The Reporting Persons included herein and the reporting persons included in the Form 3/A of even date herewith filed by Donn S. Lux and other group members (collectively with the Reporting Persons included herein, the "Lux Reporting Persons") may be demed to be part of a group, due to the entry by such parties into a Shareholders Agreement dated April 1, 2021. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of their pecuniary interest therein. On April 1, 2021, an aggregate of 5,007,828 shares of the Issuer's common stock were issued to the Lux Reporting Persons pursuant to the closing of transactions contemplated by an Agreement and Plan of Merger by and among the Lux Reporting Persons, the Issuer and other parties. The acquisitions of these shares by the Lux Reporting Persons were reported on Forms 3 filed on April 5, 2021. On September 21, 2021, the final purchase price adjustment was completed, and an additional aggregate of 1,373 shares of the Issuer's common stock were allocated to the Lux Reporting Persons. Pursuant to Dilorenzo v. Murphy, 322 F. Supp. 2d 479 (S.D.N.Y. 2004), these additional shares are deemed acquired as of the date of the closing of the merger, and this Form 3/A reflects the total number of shares acquired by each of the reporting persons. /s/ Paul S. Lux, individually and as trustee of the co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 2021-10-06 /s/ Michele B. Lux, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 2021-10-06 /s/ Christopher E. Erblich, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 2021-10-06 /s/ Catherine N. Lux, individually and as co-trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and the CNL 2013 Irrevocable Trust dated 4/2/2013 2021-10-06 /s/ Alyssa M. Rosendahl, Trust Officer of PandoTree Trust Company LLC, co-trustee of theAnn S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and the CNL 2013 Irrevocable Trust dated 4/2/2013 2021-10-06