SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Seaberg Karen

(Last)

(First)

(Middle)

20073 266TH ROAD

(Street)

ATCHISON

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2013

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2012		J4	12,910⁽²⁾	A	$0	12,910⁽¹⁾⁽²⁾	I⁽¹⁾	by Cray Family Managment LLC
Common Stock	12/21/2012⁽¹⁾		J4	5,090⁽²⁾	A	$0	18,000⁽¹⁾⁽²⁾	I⁽¹⁾	by Cray Family Management LLC
Common Stock	12/30/2012		J4	18,000⁽²⁾⁽³⁾	D	$0	0⁽³⁾	I⁽³⁾	by Cray Family Management LLC
Common Stock	12/30/2012		J4	2,573,967⁽²⁾	A	$0	2,573,967⁽²⁾⁽⁴⁾	I⁽⁴⁾	by Cray MGP Holdings LP⁽⁵⁾
Common Stock							9,369	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁶⁾	⁽⁷⁾						⁽⁸⁾	⁽⁸⁾	Common Stock	3,908		3,908	D

Explanation of Responses:

1. This filing amends a Form 5 dated May 14, 2013 (the "Original Report"), which showed 12,910 shares and 5,090 shares which were acquired as directly owned. The amounts shown as owned after the transactions reported included 9,369 shares previously reported as directly owned. The 12,910 and 5,090 shares acquired were not directly owned, but indirectly beneficially owned through Cray Family Management LLC, of which the Reporting Person has a 1/3 interest and is manager. This report corrects the amount shown as beneficially owned and the nature of ownership after these two transactions. The report also corrects the date of the transaction shown in table I involving 5,090 shares from 12/12/2012 to 12/21/2012. See the Original Report for additional information.

2. As indicated in the Original Report, the Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest in such shares.

3. As reported in the Orignal Report, these shares were contributed to Cray MGP Holdings LP. The amount shown as directly beneficially owned after the transaction was 9,369. The shares contributed were owned of record by Cray Family Management LLC, and the amount that should have been reported as owned indirectly through that entity after the transaction was 0. See the Orignal Report for further information.

4. Information on this transaction is included in the Original Report. This amendment corrects the nature of ownership from direct to indirect, and the number of shares beneficially owned from 2,583,336 to 2,573,967. The Orignal Report erroneously included 9,369 shares that were directly owned by the Reporting Person.

5. As indicated in the Original Report, Cray MGP Holdings LP is the record owner of these shares. The Cloud L Cray Gift Trust, whose beneficiaries are descendants of Cloud L. Cray, Jr., the Reporting Person's father, holds a 65% limited partnership interest in Cray MGP Holdings LP which it acquired by gift from Mr. Cray on December 26, 2012. Cray Family Management LLC is a 1% general partner of Cray MGP Holdings LP, and the Reporting Person is a 1/3 member and manager of Cray Family Management LLC. She also is trustee of the Gift Trust.

6. These restricted stock units were previously reported in a Form 4A filed on December 7, 2012, but were omitted from the Original Report on Form 5 filed on May 14, 2013.

7. Each restricted stock unit (RSU) represents a contingent right to receive one share of the issuer's common stock.

8. The RSUs will vest on June 1, 2015 and the shares will be valued at the closing market price on that date and delivered to the Reporting Person.

	Carl W. Struby, by power of attorney	05/16/2013
	** 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.