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*
Lux Donn S.
(Last) (First) (Middle)
100 COMMERCIAL ST.
(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)
06/09/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Common Stock 06/09/2023 S 2,005 D $101.69 0 D
Common Stock 06/12/2023 S 1,157 D $102.1(1) 2,712,107 I By Trusts(3)
Common Stock 06/12/2023 S 6,843 D $101.02(2) 2,705,264 I By Trusts(3)
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
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 $102.00 to $102.42, 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 footnotes (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.50 to $101.44, 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 footnotes (2) to this Form 4.
3. 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 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") and he is the sole investment trustee of the Luxco Trust. He is no longer the sole family assets trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005 or the sole trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005; as a result, the 1,246,916 shares beneficially owned by these trusts are no longer included in the aggregate indirect ownership of the reporting person. Accordingly, Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 2,705,264 Shares held by the Luxco Trust, the Lux 2005 Donn Trust and the Lux 2005 QSST Trust.
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.
/s/ Lux, Donn S. 06/13/2023
** 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).
** 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.