SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Seaberg Karen

(Last)

(First)

(Middle)

20073 266TH ROAD

(Street)

ATCHISON

66002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2020		S4	6,000	D	$35.82	69,188⁽¹⁾	I	Cloud Cray Family Trust
Common Stock	12/02/2020		S4	10,000	D	$43.03	59,188⁽¹⁾	I	Cloud Cray Family Trust
Common Stock	08/05/2020		S4	6	D	$35.82	67,821	I	by GST trust for MH
Common Stock	11/03/2020		S4	143	D	$41.02	67,678	I	by GST trust for MH
Common Stock	12/30/2020		S4	680	D	$47.97	66,998	I	by GST trust for MH⁽²⁾
Common Stock	11/04/2020		G	889	A	$0	889	I	By Seaberg MGP Holdings
Common Stock	11/05/2020		G	1,998	A	$0	2,887	I	By Seaberg MGP Holdings
Common Stock	11/05/2020		G	128,210⁽³⁾	A	$0	131,097	I	By Seaberg MGP Holdings
Common Stock	11/06/2020		G	1,999	A	$0	133,096	I	By Seaberg MGP Holdings
Common Stock	12/24/2020		G	280,603⁽³⁾	A	$0	407,517⁽¹⁾	I	By Seaberg MGP Holdings
Common Stock	12/31/2020		G	291,608⁽⁴⁾	D	$0	407,517⁽¹⁾⁽⁵⁾	I	By Seaberg MGP Holdings
Common Stock	11/04/2020		G	39,118	D	$0	236,245⁽¹⁾⁽⁶⁾	I	by spouse's trust
Common Stock	11/05/2020		G	128,210⁽³⁾	D	$0	108,035⁽¹⁾	I	by spouse's trust
Common Stock	12/10/2020		G	3,380	D	$0	104,655⁽¹⁾	I	by spouse's trust
Common Stock	12/24/2020		G	280,608⁽³⁾	D	$0	91,115⁽¹⁾⁽⁷⁾	I	by trust
Common Stock							99,066	I	by IRA
Common Stock							607⁽⁸⁾	D
Common Stock							63,404	I	by GST trust for LM
Common Stock							2,364,771⁽¹⁾⁽⁵⁾	I	by Cray MGP Holdings LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Amounts reflect any transactions that have been reported on Form 4 after the end of the fiscal year and prior to the filing of this Form 5.

2. The reporting person is the trustee under the trust for each of her daughters. The reporting person disclaims beneficial ownership of the shares held by the trusts for the benefit of her daughters, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.

3. The reporting person transferred these shares from her trust and her spouse's trust to Seaberg MGP Holdings, LP, a limited partnership of which the reporting person is one of three directors of the general partner. The reporting person's trust and her spouse's trust are also limited partners.

4. Represents gifts of limited partnership interests in Seaberg MGP Holdings, LP to trusts for the benefit of two individuals. Each gift represented an approximate 35.2% interest in Seaberg MGP Holdings, LP.

5. The reporting person disclaims beneficial ownership of MGP common stock held by Cray MGP Holdings and Seaberg MGP Holdings except to the extent of her pecuniary interest therein.

6. Due to clerical errors, the number of shares previously reported by the reporting person's spouse's trust was incorrectly reported. The correct number of shares owned by her spouse's trust is now being reported correctly.

7. Includes 7,625 shares previously held directly which were contributed to the trust by the reporting person on November 17, 2020 and are now owned indirectly by the trust.

8. Excludes 7,625 shares previously held directly which were contributed to the trust by the reporting person on November 17, 2020 and are now owned indirectly by the trust.

Remarks:

	/s/ Allison Hardy, Attorney in Fact for Karen Seaberg	02/08/2021
	** 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.