FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/11/2020 | S | 15,324 | D | $28.3186 | 2,412,722 | I | by Cray MGP Holdings LP | ||
Common Stock | 03/13/2020 | S | 30,169 | D | $24.5852 | 2,382,603 | I | by Cray MGP Holdings LP | ||
Common Stock | 03/13/2020 | S | 28,472 | D | $24.5852 | 273,518(1) | I | Cloud Cray Family Trust | ||
Common Stock | 12/18/2017 | G | 53 | A | $0 | 201,533(2)(3) | I | by trust | ||
Common Stock | 12/18/2018 | G | 88 | A | $0 | 203,747(2)(3) | I | by trust | ||
Common Stock | 02/27/2019 | G | 192 | A | $0 | 269,939(2)(3) | I | by trust | ||
Common Stock | 03/11/2020 | S | 5,620 | D | $28.3186 | 406,369(2)(3) | I | by trust | ||
Common Stock | 03/13/2020 | S | 10,785 | D | $24.5852 | 395,584(2)(3) | I | by trust | ||
Common Stock | 11/08/2017 | G | 898 | A | $0 | 538,591 | I | by spouse's trust | ||
Common Stock | 11/08/2017 | G | 89 | A | $0 | 538,680 | I | by spouse's trust | ||
Common Stock | 12/14/2019 | G | 3,160 | D | $0 | 452,661(2) | I | by spouse's trust | ||
Common Stock | 03/11/2020 | S | 1,135 | D | $28.3186 | 309,526(2) | I | by spouse's trust | ||
Common Stock | 03/13/2020 | S | 22,649 | D | $24.5852 | 286,887(2) | I | by spouse's trust | ||
Common Stock | 11/08/2017 | G | 89 | D | $0 | 70,199 | I | by trust for LM | ||
Common Stock | 02/01/2018 | S | 125 | D | $87.429 | 70,074 | I | by trust for LM | ||
Common Stock | 06/19/2018 | S | 315 | D | $95.4068 | 69,652 | I | by trust for LM | ||
Common Stock | 11/05/2018 | S | 130 | D | $65.8841 | 69,522 | I | by trust for LM | ||
Common Stock | 01/31/2019 | S | 52 | D | $72.169 | 69,470 | I | by trust for LM | ||
Common Stock | 04/29/2019 | S | 115 | D | $86.203 | 69,355 | I | by trust for LM | ||
Common Stock | 07/31/2019 | S | 106 | D | $50.2415 | 69,249 | I | by trust for LM | ||
Common Stock | 08/07/2019 | S | 983 | D | $50.9148 | 68,266 | I | by trust for LM | ||
Common Stock | 08/29/2019 | S | 450 | D | $47.7521 | 67,816 | I | by trust for LM | ||
Common Stock | 03/06/2020 | S | 345 | D | $29.0177 | 67,471 | I | by trust for LM | ||
Common Stock | 03/13/2020 | S | 4,067 | D | $24.5852 | 63,404 | I | by trust for LM | ||
Common Stock | 11/08/2017 | G | 89 | D | $0 | 70,172 | I | by trust for MH | ||
Common Stock | 02/01/2018 | S | 125 | D | $87.5279 | 70,047 | I | by trust for MH | ||
Common Stock | 06/19/2018 | S | 315 | D | $95.3497 | 69,625 | I | by trust for MH | ||
Common Stock | 11/27/2018 | S | 1,530 | D | $68.661 | 68,095 | I | by trust for MH | ||
Common Stock | 99,066 | I | by IRA | |||||||
Common Stock | 3,977 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On February 28, 2019, the reporting person became the sole trustee of the Cloud L. Cray Family Trust, which was a reportable transaction. The trust owned 301,990 shares of common stock on that date. However, the trust's holdings have been omitted from subsequent Form 4 filings by the reporting person. |
2. The reporting person's spouse's trust made the following transfers to the reporting person's trust: (i) 66,000 shares on January 24, 2019, (ii) 82,000 shares on February 5, 2020 and (iii) 60,000 shares on February 18, 2020. The reporting person is the trustee and sole beneficiary of both trusts and the transfers were merely a change in the form of indirect beneficial ownership. The correct number of shares owned by each trust are now being reported correctly. |
3. The reporting person made the following transfers to the reporting person's trust:(i) 591 shares on November 16, 2017, (ii) 1,273 shares on July 3, 2018, (iii) 10,000 shares on September 18, 2018, (iv) 363 shares on December 14, 2018 and (v) 823 shares on May 21, 2019. The reporting person is the trustee and sole beneficiary of her trust and the transfers were merely a change from direct to indirect beneficial ownership. The correct number of shares owned directly by the reporting person and indirectly by her trust are now being reported correctly. |
Remarks: |
/s/ Thomas Lynn, Attorney in Fact for Karen Seaberg | 05/26/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |