Filing Details
- Accession Number:
- 0000950142-18-000685
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-26 17:04:38
- Filed By:
- Continental Grain Co
- Company:
- Ricebran Technologies (NASDAQ:RIBT)
- Filing Date:
- 2018-03-26
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Continental Grain Company | 3,754,732 | 0 | 3,754,732 | 0 | 3,754,732 | 18.9% |
| Ari D. Gendason | 27,972 | 0 | 27,972 | 0 | 27,972 | Less than 1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| RiceBran Technologies |
| (Name of Issuer) |
| Common Stock, No Par Value |
| (Title of Class of Securities) |
| 762831204 |
| (CUSIP Number) |
| Michael Mayberry Senior Vice President - Legal Continental Grain Company 767 Fifth Ave New York, NY 10153 Tel. No.: (212) 207-2898 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 21, 2018 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 5 Pages)
| CUSIP No. 762831204 | SCHEDULE 13D | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Continental Grain Company | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,754,732 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 3,754,732 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,754,732 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.9% | |
| 14 | TYPE OF REPORTING PERSON CO |
| CUSIP No. 762831204 | SCHEDULE 13D | Page 3 of 5 Pages |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ari D. Gendason | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 27,972 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 27,972 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,972 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 762831204 | SCHEDULE 13D | Page 4 of 5 Pages |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D, dated September 25, 2017 (the “Schedule 13D”), filed with the Securities and Exchange Commission by Continental Grain Company, a Delaware corporation (“CGC”) and Ari D. Gendason (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of common stock, no par value (“Common Stock”) of RiceBran Technologies, a California corporation (the “Issuer”).
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On March 21, 2018, CGC purchased 750,000 shares of Common Stock for an aggregate purchase price of $1,125,000. The purchase of such shares was funded with CGC’s available cash on hand.
On March 22, 2018, CGC purchased 350,000 shares of Common Stock for an aggregate purchase price of $524,930. The purchase of such shares was funded with CGC’s available cash on hand.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
CGC acquired 750,000 shares of Common Stock on March 21, 2018 and 350,000 shares of Common Stock on March 22, 2018 for investment purposes.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
All calculations of percentage ownership in this Schedule 13D are based on a total of 19,869,328 shares of Common Stock outstanding as of March 23, 2018.
CGC beneficially owns 3,754,732 shares of Common Stock (approximately 18.9% of the total number of shares of Common Stock outstanding). CGC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such 3,754,732 shares of Common Stock.
Mr. Gendason directly owns 27,972 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding. An additional 49,315 shares of Common Stock are directly owned by Mr. Gendason subject to vesting on the earlier of June 21, 2018, or the day prior to the next annual meeting of the shareholders of the Issuer.
The Reporting Persons may be deemed to be a group for the purposes of Section 13(d) of the Exchange Act. This filing shall not constitute an admission by the Reporting Persons that they are a group for such purpose. The Reporting Persons collectively own 3,782,704 shares of Common Stock (approximately 19.04% of the total number of shares of Common Stock outstanding).
Other than the Investment and the transaction described herein, none of the Reporting Persons have made any transactions in the Common Stock within the past 60 days.
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by of the Reporting Persons.
| CUSIP No. 762831204 | SCHEDULE 13D | Page 5 of 5 Pages |
SIGNATURES
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.
Dated: March 26, 2018
| CONTINENTAL GRAIN COMPANY | ||||
| By: | /s/ Frank W. Baier | |||
| Name: Frank W. Baier Title: Executive Vice President – Chief Financial Officer | ||||
| /s/ Ari D. Gendason | ||||
| Ari D. Gendason | ||||