MGP Ingredients (MGPI) Form 4 MGP INGREDIENTS / Karen Seaberg 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^*

Seaberg Karen

(Last) (First) (Middle)

20073 266TH ROAD

(Street)

ATCHISON KS 66002

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2023

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

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

X	Form filed by One Reporting Person
	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

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
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2023	09/05/2023	Common Stock	(1)(2)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2023	09/05/2023	Common Stock	(1)(3)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2024	09/05/2024	Common Stock	(1)(2)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2024	09/05/2024	Common Stock	(1)(3)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2025	09/05/2025	Common Stock	(1)(2)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	06/07/2023		J/K(1)		1		09/05/2025	09/05/2025	Common Stock	(1)(3)	(1)	1	I	By Cray MGP Holdings LP

Explanation of Responses:

1. The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On June 7, 2023, Cray MGP Holdings LP and Cray Management entered into separate redemption agreements with two of the limited partners of Cray MGP Holdings, LP. Among other things, each agreement obligates Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a currently indeterminable number of shares of the Issuer's common stock (the "Future Closing Shares") in three installments on specified dates (September 5, 2023, September 5, 2024 and September 5, 2025). In exchange for assuming these obligations, Cray MGP Holdings, LP is obligated to redeem, on September 5, 2023, all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP. Cray MGP Holdings LP and Cray Management retained dividend and voting rights in the Future Closing Shares until the applicable delivery date.

2. The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date.

3. The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the applicable delivery date.

Remarks:

	/s/ Karen Seaberg	06/09/2023
	** 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).
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