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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Caroline L. Kaplan Revocable Trust dated December 16, 2009
(Last) (First) (Middle)
5050 KEMPER AVENUE
(Street)
ST. LOUIS MO 63139
(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% holder group
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023
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
Common Stock 07/27/2023 S 3,128 D $112.56(1) 24,603 D
Common Stock 07/27/2023 S 2,546 D $113.81(2) 22,057 D
Common Stock 07/27/2023 S 1,200 D $114.48(3) 20,857 D
Common Stock 07/27/2023 S 126 D $115.38(4) 20,731 D
Common Stock 07/28/2023 S 500 D $113.32(5) 20,231 D
Common Stock 07/28/2023 S 6,348 D $113.98(6) 13,883 D
Common Stock 07/28/2023 S 152 D $114.74(7) 13,731 D
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 $112.17 to $113.09, 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 $113.19 to $114.13, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.24 to $114.81, 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 (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 $115.21 to $115.47, 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 (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 $112.66 to $113.51, 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 (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 $113.67 to $114.59, 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 (6) to this Form 4.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.73 to $114.75, 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 (7) 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 its pecuniary interest therein.
/s/ Caroline L. Kaplan, as Investment Trustee of Caroline L. Kaplan Revocable Trust dated 12/16/2009 07/31/2023
** 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).
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