MGP INGREDIENTS, INC. |
(Name of Issuer)
|
Common Stock, No Par Value |
(Title of Class of Securities)
|
55303J 106 |
(CUSIP Number)
|
B. Scott Gootee
Stinson LLP
1201 Walnut St., Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
April 1, 2021 |
(Date of Event which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Karen Seaberg
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
|
(b)
|
☐
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
U.S.A.
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
2,843,830
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,843,830
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cray Family Management, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Kansas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)]
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cray MGP Holdings, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
X
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Kansas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Seaberg Family Management, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Kansas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)]
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Seaberg MGP Holdings, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
X
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Kansas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lori Mingus
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
U.S.A.
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
58,394
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
58,394
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,308,688 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
a. |
Address:
20073 266th Road
Atchison, Kansas 66002
|
b. |
Present principal occupation or employment:
Member of the Board of the Company. The Company is a fully integrated producer of certain ingredients and distillery products.
Manager of Cray Family Management, LLC
20073 266th Road
Atchison, Kansas 66002
|
c. |
Criminal convictions:
The reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
|
d. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
e. |
Citizenship:
U.S.A.
|
a. |
State of Organization:
|
b. |
Principal Business:
General Partner of Cray MGP Holdings, LP
|
c. |
Business Address and Address of Principal Office:
20073 266th Road
Atchison, Kansas 66002
|
d. |
Criminal Convictions:
The reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
|
e. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
f. |
Certain civil proceedings:
During the last five years the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
a. |
State of Organization:
|
b. |
Principal Business:
Investments
|
c. |
Business Address and Address of Principal Office:
20073 266th Road
Atchison, Kansas 66002
|
d. |
Criminal Convictions:
The reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
|
e. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
a. |
State of Organization:
|
b. |
Principal Business:
General Partner of Seaberg MGP Holdings, LP
|
c. |
Business Address and Address of Principal Office:
20073 266th Road
Atchison, Kansas 66002
|
d. |
Criminal Convictions:
The reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
|
e. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
a. |
State of Organization:
|
b. |
Principal Business:
Investments
|
c. |
Business Address and Address of Principal Office:
20073 266th Road
Atchison, Kansas 66002
|
d. |
Criminal Convictions:
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
|
e. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with respect to such laws.
|
a. |
Address:
605 Easy Court
Lawrence, Kansas 66049
|
b. |
Present principal occupation or employment:
Member of the Board of the Company. The Company is a fully integrated producer of certain ingredients and distillery products.
Owner of Torpa Design Co.
605 Easy Court
Lawrence, Kansas 66049
|
c. |
Criminal Convictions:
The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
|
d. |
Certain civil proceedings:
During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to federal or state securities laws or a finding of any violation with
respect to such laws.
|
e. |
Citizenship:
U.S.A.
|
a.-b. |
The number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, based on 21,927,630 shares outstanding as of April 1, 2021, are as follows:
|
Date
|
Covered Person
|
Type of Transaction
|
Number of Shares
|
Price per Share
|
2/1/2021
|
Karen Seaberg (1)
|
Sale
|
3,938
|
$57.7391
|
2/1/2021
|
Karen Seaberg (2)
|
Sale
|
6,062
|
$57.7391
|
2/2/2021
|
Karen Seaberg (3)
|
Sale
|
1,756
|
$59.8021
|
2/2/2021
|
Karen Seaberg (4)
|
Sale
|
418
|
$59.8021
|
2/2/2021
|
Karen Seaberg (5)
|
Sale
|
2,050
|
$59.8021
|
2/2/2021
|
Karen Seaberg/Lori Mingus (6)
|
Sale
|
6,187
|
$59.8021
|
2/5/2021
|
Karen Seaberg (7)
|
Sale
|
15
|
$59.08
|
2/18/2021
|
Karen Seaberg (8)
|
Gift
|
104,993
|
N/A
|
3/16/2021
|
Karen Seaberg/Lori Mingus (9)
|
Sale
|
1,053
|
$64.3215
|
3/16/2021
|
Karen Seaberg (10)
|
Sale
|
742
|
$64.3215
|
3/16/2021
|
Karen Seaberg (11)
|
Sale
|
6,062
|
$64.3215
|
4/1/2021
|
Karen Seaberg(12)
|
Award
|
507
|
N/A
|
99.1
|
Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings,
Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers' Representative (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by MGP Ingredients, Inc. on January 25, 2021).
|
99.2
|
Action by Written Consent of the Majority Preferred Stockholder of MGP Ingredients, Inc., dated as of January 22, 2021 (incorporated by
reference to Exhibit 99.2 to Amendment No. 5 to this Schedule 13D).
|
99.3
|
Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by MGP Ingredients, Inc. on April 1, 2021).
|
*99.4
|
Joint Filing Agreement
|
Cray Family Management, LLC
|
||
By:
|
/s/ Karen Seaberg
|
|
Karen Seaberg
|
||
Manager
|
Cray MGP Holdings, LP
|
||
By:
|
Cray Family Management, LLC,
its General Partner
|
By:
|
/s/ Karen Seaberg
|
|
Karen Seaberg
|
||
Manager
|
Seaburg Family Management, Inc. |
||
By:
|
/s/ Karen Seaberg
|
|
Karen Seaberg
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President
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Seaberg MGP Holdings, LP
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By:
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Seaberg Family Management, Inc.,
its General Partner
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By:
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/s/ Karen Seaberg
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Karen Seaberg
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President
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/s/ Karen Seaberg |
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Karen Seaberg |
/s/ Lori Mingus |
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Lori Mingus |