August Nathaniel H. Form 4 Green Plains / PARTNERS MANGROVE 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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X

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^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

645 MADISON AVE, 14 FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Green Plains Inc. [ GPRE ]

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)
03/30/2020

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 of $0.01 par value	04/01/2020		S		9,000	D	$4.2273	3,504,739	D(2)

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
Cash settled total return swap (obligation to buy)	(1)	03/30/2020		S/K			86,160	(1)	11/17/2023	Common Stock, Par Value $0.001 Per Share	86,160	$4.0469	384,261	D(2)
Cash settled total return swap (obligation to buy)	(1)	03/31/2020		S/K			127,562	(1)	11/17/2023	Common Stock, Par Value $0.001 Per Share	127,562	$4.809	256,699	D(2)
Cash settled total return swap (obligation to buy)	(1)	04/01/2020		S/K			63,924	(1)	11/17/2023	Common Stock, Par Value $0.001 Per Share	63,924	$4.162	192,755	D(2)

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

645 MADISON AVE, 14 FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") with Morgan Stanley Capital Services LLC as the counterparty between August 16, 2019 and March 13, 2020 at prices between $5.44 and $12.18. The swaps can be settled and closed at any time by Master Fund. The swaps provide Master Fund with economic exposure to the Common Stock referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefiting counterparty if the price of the Common Stock decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities.

2. Master Fund, Mangrove Partners, the investment manager of Master Fund, and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any.

Remarks:

	/s/ Nathaniel H. August, as Director of Mangrove Partners as Investment Manager	04/02/2020
	/s/ Nathaniel H. August, Director	04/02/2020
	/s/ Nathaniel H. August	04/02/2020
	** Signature of Reporting Person	Date
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