| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/14/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/10/2024 | S | 10,000(1) | D | $82.9969 | 2,695,264 | I | By Trusts(2) | ||
| Common Stock | 05/13/2024 | S | 6,352(3) | D | $83.1214 | 2,688,912 | I | By Trusts(2) | ||
| Common Stock | 05/13/2024 | S | 648(4) | D | $83.9 | 2,688,264 | I | By Trusts(2) | ||
| Common Stock | 05/13/2024 | S | 7,635(5) | D | $81.858 | 2,680,629 | I | By Trusts(2) | ||
| Common Stock | 05/13/2024 | S | 7,365(6) | D | $82.4975 | 2,673,264 | I | By Trusts(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.8050 to $83.3900, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4. |
| 2. The shares in this transaction were sold by the LUXCO 2017 Irrevocable Trust dated June 19, 2017 ("Luxco Trust"). Donn S. Lux is the sole investment trustee of the Luxco Trust. Donn S. Lux also is the sole trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005 ("Lux 2005 Donn Trust") and the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST LRD dated 9/16/2005 ("Lux 2005 QSST Trust") Accordingly, Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 2,673,264 Shares held by the Luxco Trust, the Lux 2005 Donn Trust and the Lux 2005 QSST Trust. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.7400 to $83.5400, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (3) to this Form 4. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.8300 to $83.9300, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (4) to this Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.3650 to $82.3400, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (5) to this Form 4. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.3700 to $83.0000, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (6) to this Form 4. |
| Remarks: |
| The Reporting Person may be deemed to be part of a group due to the entry by certain persons into a Shareholders Agreement dated April 1, 2021 as previously disclosed on the Reporting Person's Form 3/A filing with respect to MGPI dated October 7, 2021. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of his pecuniary interest therein. The original Form 4, filed on May 14, 2024, is being amended by this Form 4 amendment solely to correct a typographical error, which listed "2023" rather than "2024" for the transaction date of each sale. |
| /s/ Donn S. Lux | 05/15/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
