Filing Details

(1) Includes 20,000 shares of Common Stock owned by George R. Brokaw. Mr. Brokaw has entered into an agreement with 734 Investors, LLC to vote these 20,000 shares as directed by 734 Investors, LLC.  The agreement also restricts Mr. Brokaw’s ability to sell these 20,000 shares, except pro rata with sales by 734 Investors, LLC. 734 Investors, LLC disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

(1) The information set forth in Items 2, 4, 5 and 6 is incorporated herein by reference.

(2) The percentage of shares of Common Stock was determined using a denominator of 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2018 (the “Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on December 7, 2018 and Amendment No. 2 filed with the SEC on February 13, 2019, by 734 Investors, LLC, a Delaware limited liability company (“734 Investors”), Arlon Valencia Holdings LLC, a Delaware limited liability company (“Arlon”), Arlon Food and Agriculture Partners LP, a Delaware limited partnership (“AFAP”), Arlon Food and Agriculture Associates LLC, a Delaware limited liability company (“AFAA”), Arlon Food and Agriculture Holdings LLC, a Delaware limited liability company (“AFAH”), Continental Grain Company, a Delaware corporation (“CGC”), and Paul J. Fribourg (collectively, together with Arlon, AFAP, AFAA, AFAH and CGC, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. Except as indicated in this Amendment No. 3, all other information as to the Reporting Persons set forth in the Schedule 13D remains unchanged, and capitalized terms used herein that are not defined herein have the same meanings set forth in the Schedule 13D.

ITEM 5.  Interest in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) Unless otherwise indicated, percentage interest calculations for each Reporting Person are based upon the Issuer having 7,469,513 shares of Common Stock outstanding, calculated on the basis of 7,476,513 shares of Common Stock outstanding as of August 2, 2019, as disclosed in the Issuer’s Form 10-Q, filed on August 6, 2019, minus the 7,000 shares repurchased in the Repurchase Transaction (as defined below).

The aggregate number of shares of Common Stock that 734 Investors owns beneficially pursuant to Rule 13d-3 of the Act is 3,193,405 shares of Common Stock, which constitutes approximately 42.7% of the outstanding shares of Common Stock. This includes 20,000 shares of Common Stock owned by Mr. George R. Brokaw. Mr. Brokaw has entered into an agreement with 734 Investors to vote these 20,000 shares as directed by 734 Investors. The agreement also restricts Mr. Brokaw's ability to sell these 20,000 shares, except pro rata with sales by 734 Investors. 734 Investors disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein.

As the sole managing member of 734 Investors, Arlon may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,193,405 shares of Common Stock owned by 734 Investors. Arlon also is the beneficial owner of 23,665 shares of Common Stock. Collectively, Arlon has beneficial ownership of approximately 43.1% of the outstanding shares of Common Stock. Arlon disclaims beneficial ownership of any shares of Common Stock owned by 734 Investors except to the extent of its pecuniary interest therein.

As the managing member of Arlon, AFAP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,217,070 shares of Common Stock, which constitutes approximately 43.1% of the outstanding shares of Common Stock. AFAP disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the extent of its pecuniary interest therein.

As the general partner of AFAP, AFAA may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,217,070 shares of Common Stock, which constitutes approximately 43.1% of the outstanding shares of Common Stock. AFAA disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the extent of its pecuniary interest therein.

As the managing member of AFAA, AFAH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,217,070 shares of Common Stock, which constitutes approximately 43.1% of the outstanding shares of Common Stock. AFAH disclaims beneficial

ownership of any shares of Common Stock held by Arlon, except to the extent of its pecuniary interest therein.

As the managing member of AFAH, CGC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,217,070 shares of Common Stock, which constitutes approximately 43.1% of the outstanding shares of Common Stock. CGC disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the extent of its pecuniary interest therein.

Individually and as Chairman, Chief Executive Officer and President of CGC, Mr. Paul Fribourg may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,217,070 shares of Common Stock, which constitutes approximately 43.1% of the outstanding shares of Common Stock. Mr. Fribourg disclaims beneficial ownership of any shares of Common Stock held by Arlon, except to the extent of his pecuniary interest therein.

Except as described in this Item 5(a), no person listed in Item 2 of this Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.

(b) The power to vote or to direct the vote of shares of Common Stock described in this Item 5(b) is subject to the restrictions described in Item 6, which is incorporated by reference herein.

734 Investors has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,193,405 shares of Common Stock. This includes 20,000 shares of Common Stock owned by Mr. George R. Brokaw. Mr. Brokaw has entered into an agreement with 734 Investors to vote these 20,000 shares as directed by 734 Investors. The agreement also restricts Mr. Brokaw's ability to sell these 20,000 shares, except pro rata with sales by 734 Investors. 734 Investors disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein.

In its capacity as the sole managing member of 734 Investors, Arlon may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

In its capacity as the managing member of Arlon, AFAP may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

In its capacity as the general partner of AFAP, AFAA may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

In its capacity as the managing member of AFAA, AFAH may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

In its capacity as the managing member of AFAH, CGC may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

In his capacity as Chairman, Chief Executive Officer and President of CGC, Mr. Paul J. Fribourg may be deemed to have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,217,070 shares of Common Stock.

Except as described in this Item 5(b), no person listed in Item 2 of the Schedule 13D is a beneficial owner of the Common Stock in which Arlon has beneficial ownership.

(c) On October 2, 2019, 1,380 shares of Common Stock were issued to Mr. Benjamin D. Fishman, an employee of an affiliate of Arlon, in connection with Mr. Fishman's service on the Board. Mr. Fishman transferred these shares to Arlon on October 2, 2019.

Except as described in this Schedule 13D, to the knowledge of any of the Reporting Persons, no other transactions in the Common Stock were effected by any of the Reporting Persons or any of the entities or persons named in Item 2 hereto during the 60 days prior to the date of this Schedule 13D.

ITEM 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by inserting the following section immediately following the second paragraph under the heading “Margin Loan with Rabo AgriFinance”:

Repurchase Transaction

On October 15, 2019, the Issuer and 734 Investors entered into a Stock Repurchase Agreement, pursuant to which the Issuer repurchased 7,000 shares of Common Stock at a price of $33.95 per share (the “Repurchase Transaction”).  The Issuer and 734 Investors consummated the Repurchase Transaction on October 15, 2019.

ITEM 7.  Material to be Filed as Exhibits.

Exhibit 99.1 – Agreement pursuant to Rule 13d-1(k).

Exhibit 99.2 – Stock Repurchase Agreement, dated as of October 15, 2019, by and among the Issuer and 734 Investors.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  October 17, 2019

		734 INVESTORS, LLC By: Arlon Valencia Holdings LLC Its: Managing Member
		By:		/s/ David W. Dryerman
		Name:		David W. Dryerman
		Title:		Vice President