0001471262-13-000004.txt : 20130516 0001471262-13-000004.hdr.sgml : 20130516 20130516152258 ACCESSION NUMBER: 0001471262-13-000004 CONFORMED SUBMISSION TYPE: 5/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130516 DATE AS OF CHANGE: 20130516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seaberg Karen CENTRAL INDEX KEY: 0001471262 FILING VALUES: FORM TYPE: 5/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17196 FILM NUMBER: 13850988 MAIL ADDRESS: STREET 1: 20073 266TH ROAD CITY: ATCHISON STATE: KS ZIP: 66002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MGP INGREDIENTS INC CENTRAL INDEX KEY: 0000835011 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 480531200 STATE OF INCORPORATION: KS FISCAL YEAR END: 0630 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 5/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 5/A 2012-12-31 2013-05-14 0 0 1 0000835011 MGP INGREDIENTS INC MGPI 0001471262 Seaberg Karen 20073 266TH ROAD ATCHISON KS 66002 1 0 1 0 Common Stock 2012-12-12 4 J 0 L 12910 0 A 12910 I by Cray Family Managment LLC Common Stock 2012-12-21 4 J 0 L 5090 0 A 18000 I by Cray Family Management LLC Common Stock 2012-12-30 4 J 0 L 18000 0 D 0 I by Cray Family Management LLC Common Stock 2012-12-30 4 J 0 L 2573967 0 A 2573967 I by Cray MGP Holdings LP Common Stock 9369 D Restricted Stock Units Common Stock 3908 3908 D This filing amends a Form 5 dated May 14, 2013 (the "Original Report"), which showed 12,910 shares and 5,090 shares which were acquired as directly owned. The amounts shown as owned after the transactions reported included 9,369 shares previously reported as directly owned. The 12,910 and 5,090 shares acquired were not directly owned, but indirectly beneficially owned through Cray Family Management LLC, of which the Reporting Person has a 1/3 interest and is manager. This report corrects the amount shown as beneficially owned and the nature of ownership after these two transactions. The report also corrects the date of the transaction shown in table I involving 5,090 shares from 12/12/2012 to 12/21/2012. See the Original Report for additional information. As indicated in the Original Report, the Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest in such shares. As reported in the Orignal Report, these shares were contributed to Cray MGP Holdings LP. The amount shown as directly beneficially owned after the transaction was 9,369. The shares contributed were owned of record by Cray Family Management LLC, and the amount that should have been reported as owned indirectly through that entity after the transaction was 0. See the Orignal Report for further information. Information on this transaction is included in the Original Report. This amendment corrects the nature of ownership from direct to indirect, and the number of shares beneficially owned from 2,583,336 to 2,573,967. The Orignal Report erroneously included 9,369 shares that were directly owned by the Reporting Person. As indicated in the Original Report, Cray MGP Holdings LP is the record owner of these shares. The Cloud L Cray Gift Trust, whose beneficiaries are descendants of Cloud L. Cray, Jr., the Reporting Person's father, holds a 65% limited partnership interest in Cray MGP Holdings LP which it acquired by gift from Mr. Cray on December 26, 2012. Cray Family Management LLC is a 1% general partner of Cray MGP Holdings LP, and the Reporting Person is a 1/3 member and manager of Cray Family Management LLC. She also is trustee of the Gift Trust. These restricted stock units were previously reported in a Form 4A filed on December 7, 2012, but were omitted from the Original Report on Form 5 filed on May 14, 2013. Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock. The RSUs will vest on June 1, 2015 and the shares will be valued at the closing market price on that date and delivered to the Reporting Person. Carl W. Struby, by power of attorney 2013-05-16 EX-24 2 poa.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Carl W. Struby as its true and lawful attorney-in-fact and agent and in its name, place and stead, to sign and file a Form ID Application and any or all reports on Form 3, Form 4, Form 5, Schedule 13-D, Schedule 13-0, and Form 144), and any amendments thereto, required or permitted to be filed or signed by it under the Securities and Exchange Act of 1934, as amended, or the Securities Act of 1933, and to file the same, with all documents required or permitted to be filed in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Dated: May 7, 2013 Cray Family Management LLC By: /s/ Karen Seaberg, Sole Manager Cray MGP Holdings LP By: Cray Family Management LLC, General Partner By: /s/ Karen Seaberg, Sole Manager