Cal-Maine Foods (CALM) Form 5 CAL-MAINE FOODS / FRED R ADAMS JR ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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OMB Number:	3235-0362
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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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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)

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/30/2020

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	10/08/2019		G	10,500	D	$0	1,054,213	I	By wife(1)
Common Stock	12/11/2019		G	41,304	D	$0	1,012,909	I	By wife(1)
Common Stock	12/11/2019		G(2)	13,053	D	$0	6,607,956	I	By a family LLC
Class A Common Stock							3,487,192	I	By a family LLC
Common Stock							531,159	I	By KSOP(3)
Common Stock							3,312,601	I	By a revocable trust

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

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)

1. Name and Address of Reporting Person^*

Adams Jean Morris

(Last) (First) (Middle)

P.O. BOX 2960

(Street)

JACKSON MS 39207

(City) (State) (Zip)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of all securities held by his wife, Jean Reed Adams, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.

2. This transaction was previously reported on a Form 4 filed by the family LLC

3. Represents current allocation under KSOP.

Remarks:

Subsequent to the transactions reported herein, Fred R. Adams Jr. passed away on March 29, 2020.

	Robert L. Holladay, Jr., on behalf of Jean Morris Adams, pursuant to a power of attorney	07/14/2020
	Robert L. Holladay, Jr., on behalf of Jean Morris Adams and Adolphus B. Baker as Co-Conservators of Fred R. Adams, Jr., pursuant to a power of attorney	07/14/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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