Filing Details
- Accession Number:
- 0001214659-23-012167
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-09-07 16:15:09
- Reporting Period:
- 2023-09-05
- Accepted Time:
- 2023-09-07 16:15:09
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 835011 | Mgp Ingredients Inc | MGPI | Wholesale-Beer, Wine & Distilled Alcoholic Beverages (5180) | 480531200 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1471262 | Karen Seaberg | 20073 266Th Road Atchison KS 66002 | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2023-09-05 | 50,844 | $0.00 | 2,208,805 | No | 4 | J | Indirect | By Cray MGP Holdings LP |
| Common Stock | Disposition | 2023-09-05 | 50,839 | $0.00 | 2,157,966 | No | 4 | J | Indirect | By Cray MGP Holdings LP |
| Common Stock | Disposition | 2023-09-05 | 853 | $117.22 | 159,732 | No | 4 | S | Indirect | by Trust |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | By Cray MGP Holdings LP |
| No | 4 | J | Indirect | By Cray MGP Holdings LP |
| No | 4 | S | Indirect | by Trust |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Forward Sale Contract (Obligation to Sell) | Disposition | 2023-09-05 | 1 | $0.00 | 50,844 | $0.00 |
| Common Stock | Forward Sale Contract (Obligation to Sell) | Disposition | 2023-09-05 | 1 | $0.00 | 50,839 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2023-09-05 | 2023-09-05 | No | 4 | J | Indirect |
| 0 | 2023-09-05 | 2023-09-05 | No | 4 | J | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 87,878 | Indirect | by IRA |
| Common Stock | 55,698 | Indirect | by GST Trust for LM |
| Common Stock | 62,207 | Indirect | by GST Trust for MH |
| Common Stock | 392,795 | Indirect | by Seaberg MGP Holdings |
Footnotes
- The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On September 5, 2023, Cray MGP Holdings LP settled two forward sale contracts, each an obligation to deliver shares of the Issuer's common stock, that were entered into on June 7, 2023 as separate redemption agreements among Cray MGP Holdings LP, Cray Management and each of two limited partners of Cray MGP Holdings, LP. Among other things, each redemption agreement obligated or obligates, as the case may be, Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a number of shares (the "Future Closing Shares") pursuant to a formula described below in three installments on specified dates in September 2023, September 2024 and September 2025. In exchange for assuming these obligations, Cray MGP Holdings, LP redeemed on September 5, 2023 all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP.
- The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date. The last reported sales price on August 28, 2023 was $118.84.
- The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date. The last reported sales price on August 28, 2023 was $118.84.
- Represents a weighted average price per share. These shares were sold in multiple transactions at prices ranging from $116.47 to $118.58 per share. The reporting person undertakes to provide to MGP Ingredients, Inc., any security holder of MGP Ingredients, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. These shares were sold pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on March 14, 2023.
- On August 29, 2023, 642 shares previously held by the reporting person directly were transferred into the reporting person's trust in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13. The reporting person's direct ownership of common stock was inadvertently reported as 336 shares on her Form 4 filed on August 2, 2023. However, prior to August 29, 2023, there were no changes to the reporting person's direct ownership since the Form 4 she filed on July 7, 2023, which reported timely her acquisition of 306 shares of common stock in lieu of a cash retainer in connection with the reporting person's service as a director and also disclosed a total of 642 shares of common stock in the form of direct ownership.
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