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).
  
 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*
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)
09/05/2024
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 09/05/2024 J/K(1) 67,137(1)(2) D (1) 2,061,288 I By Cray MGP Holdings LP
Common Stock 09/05/2024 J/K(1) 67,130(1)(3) D (1) 1,994,158 I By Cray MGP Holdings LP
Common Stock 134,969 I by Trust
Common Stock 85,985 I by IRA
Common Stock 54,542 I by GST Trust for LM
Common Stock 61,522 I by GST Trust for MH
Common Stock 385,661 I by Seaberg MGP Holdings
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) 09/05/2024 J/K(1) 1 09/05/2024 09/05/2024 Common Stock 67,137(1)(2) $0 0 I By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell) (1) 09/05/2024 J/K(1) 1 09/05/2024 09/05/2024 Common Stock 67,130(1)(3) $0 0 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 September 5, 2024, Cray MGP Holdings LP settled two forward sale contracts, each an obligation to deliver shares of the Issuer's common stock, that were entered into on June 7, 2023 as separate redemption agreements among Cray MGP Holdings LP, Cray Management and each of two limited partners of Cray MGP Holdings, LP. Among other things, each redemption agreement obligated or obligates, as the case may be, Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a number of shares (the "Future Closing Shares") pursuant to a formula described below in three installments on specified dates in September 2023, September 2024 and September 2025. In exchange for assuming these obligations, Cray MGP Holdings, LP redeemed on September 5, 2023 all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP.
2. The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is 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. The last reported sales price on August 28, 2024 was $90.00.
3. The number of Future Closing Shares delivered or deliverable to this redeemed limited partner on each delivery date is 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. The last reported sales price on August 28, 2024 was $90.00.
Remarks:
/s/ Karen Seaberg 09/09/2024
** 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.