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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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
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
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).
** 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.