Adams Fred R JR Form 4 CAL-MAINE FOODS / FRED R ADAMS JR ownership change

SEC Form 4

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^*

Adams Jean Morris

(Last) (First) (Middle)

P.O. BOX 2960

(Street)

JACKSON MS 39207

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAL-MAINE FOODS INC [ CALM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

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

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

	Form filed by One Reporting Person
X	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 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	12/14/2016		G	V	29,200	D	$0.00	10,031,307(1)	I	As Co-Conservator of Spouse(2)
Common Stock	12/22/2016		G	V	20,400	D	$0.00	1,518,986	D
Class A Common Stock	12/29/2016		G	V	1,268	D	$0.00	3,488,342	I	As Co-Conservator of Spouse(2)
Class A Common Stock								96,480	D
Common Stock								618,308.388	I	As Co-Conservator of Spouse - KSOP(1)(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Adams Jean Morris

(Last) (First) (Middle)

P.O. BOX 2960

(Street)

JACKSON MS 39207

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADAMS FRED R JR

(Last) (First) (Middle)

P.O. BOX 2960

(Street)

JACKSON MS 39207

(City) (State) (Zip)

Explanation of Responses:

1. 97,551 of the shares reported as indirectly held as Co-Conservator of Spouse were previously held in Spouse's KSOP.

2. The Reporting Person disclaims beneficial ownership of all securities held as Co-Conservator of her spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner for purposes of Section 16.

3. Represents current allocation under KSOP.

Remarks:

	Kelly C. Simoneaux, on behalf of Jean Morris Adams, pursuant to a power of attorney	02/06/2017
	Kelly C. Simoneaux, on behalf of Jean Morris Adams and Adolphus B. Baker as Co-Conservators of Fred R. Adams, Jr., pursuant to a power of attorney	02/06/2017
	** 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).
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