Michele Lux Form 3/A MGP INGREDIENTS / Michele Lux ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lux Paul S.

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021

3. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/05/2021

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	990,828	I	By Paul S. Lux(1)
Common Stock	367,370	I	By Michele B, Lux(2)
Common Stock	367,370	I	By Christopher E. Erblich(3)
Common Stock	651,189	I	By Catherine N. Lux(4)
Common Stock	651,189	I	By PandoTree Trust Company, LLC(5)
Common Stock	183,685(6)	D
Common Stock	183,685(7)	D
Common Stock	623,458(8)	D
Common Stock	27,731(9)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Lux Paul S.

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lux Michele

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Erblich Christopher E.

(Last) (First) (Middle)

5060 N. 40TH STREET

SUITE 250

(Street)

PHOENIX AZ 85018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lux Catherine N.

(Last) (First) (Middle)

5050 KEMPER AVENUE

(Street)

ST. LOUIS MO 63139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PandoTree Trust Company, LLC

(Last) (First) (Middle)

212 S. MAIN AVENUE

SUITE 145

(Street)

SIOUX FALLS SD 57104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005

(Last) (First) (Middle)

212 S. MAIN AVENUE

SUITE 145

(Street)

SIOUX FALLS SD 57104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CNL 2013 Irrevocable Trust dated April 2, 2013

(Last) (First) (Middle)

212 S. MAIN AVENUE

SUITE 145

(Street)

SIOUX FALLS SD 57104

(City) (State) (Zip)

Explanation of Responses:

1. Paul S. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux also may be deemed to have a pecuniary interest in an additional 623,458 shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated September 16, 2005. Paul S. Lux is the spouse of Leslie P. Lux.

2. Michele B. Lux may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Michele B. Lux is the spouse of Donn S. Lux.

3. Christopher E. Erblich may be deemed to hold shared voting and dispositive power over the 367,370 shares held by the Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012 and the Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012.

4. Catherine N. Lux may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013.

5. PandoTree Trust Company, LLC may be deemed to hold shared voting power and dispositive power with respect to the 651,189 Shares held by the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005 and the CNL 2013 Irrevocable Trust dated April 2, 2013.

6. These securities are beneficially owned by Andrew Broddon Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust.

7. These securities are beneficially owned by Philip Donn Lux Luxco Irrevocable Trust dated July 30, 2012. Paul S. Lux, Michele B. Lux and Christopher E. Erblich are the trustees of this trust.

8. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated September 16, 2005. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust.

9. These securities are beneficially owned by CNL 2013 Irrevocable Trust dated April 2, 2013. Catherine N. Lux and PandoTree Trust Company, LLC are the trustees of this trust.

Remarks:

This is form 2 of 2. The Reporting Persons included herein and the reporting persons included in the Form 3/A of even date herewith filed by Donn S. Lux and other group members (collectively with the Reporting Persons included herein, the "Lux Reporting Persons") may be demed to be part of a group, due to the entry by such parties into a Shareholders Agreement dated April 1, 2021. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of their pecuniary interest therein. On April 1, 2021, an aggregate of 5,007,828 shares of the Issuer's common stock were issued to the Lux Reporting Persons pursuant to the closing of transactions contemplated by an Agreement and Plan of Merger by and among the Lux Reporting Persons, the Issuer and other parties. The acquisitions of these shares by the Lux Reporting Persons were reported on Forms 3 filed on April 5, 2021. On September 21, 2021, the final purchase price adjustment was completed, and an additional aggregate of 1,373 shares of the Issuer's common stock were allocated to the Lux Reporting Persons. Pursuant to Dilorenzo v. Murphy, 322 F. Supp. 2d 479 (S.D.N.Y. 2004), these additional shares are deemed acquired as of the date of the closing of the merger, and this Form 3/A reflects the total number of shares acquired by each of the reporting persons.

	/s/ Paul S. Lux, individually and as trustee of the co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012	10/06/2021
	/s/ Michele B. Lux, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012	10/06/2021
	/s/ Christopher E. Erblich, individually and as co-trustee of the Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 and the Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012	10/06/2021
	/s/ Catherine N. Lux, individually and as co-trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and the CNL 2013 Irrevocable Trust dated 4/2/2013	10/06/2021
	/s/ Alyssa M. Rosendahl, Trust Officer of PandoTree Trust Company LLC, co-trustee of theAnn S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 and the CNL 2013 Irrevocable Trust dated 4/2/2013	10/06/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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