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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/15/2013 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/12/2012(1)(2) | S(1)(2) | 3,910(1)(2) | D | $3.41 | 223,740 | I | By trust | ||
Common Stock | 12/12/2012(1)(2) | J(1)(2) | 9,000(1)(2) | D | $0 | 214,740 | I | by trust | ||
Common Stock | 12/25/2012(2) | G(2) | 40,621(1)(2) | D | $0 | 174,119 | I | by trust | ||
Common Stock | 12/25/2012(1)(2) | G(1)(2) | 600(1)(2) | A | $0 | 174,719 | I | by trust | ||
Common Stock | 12/25/2012 | G | 600 | A | $0 | 864,852(1)(3) | I | by spouse's trust | ||
Common Stock | 120,000(1)(4) | I | by spouse's IRA | |||||||
Common Stock | 2,573,967(1)(5) | I | by Cray MGP Holdings LP(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 information included in the Reporting Person's Form 4 filed on March 15, 2013 should have been included in a Form 5 instead of a Form 4. Further, certain of that information was incorrect and/or incomplete. The Reporting Person has filed a Form 5 dated May 14, 2012, as amended on May 16, 2013, which includes information about transactions during 2012 and holdings at 12/31/12 that were not referenced in the March 15, 2013 Form 4 and are not referenced in this amendment. This amendment is being filed only to correct information in the March 15,2013 Form 4 that was erroneous and to true up the that information with the later filed Form 5, as amended. |
2. The Reporting Person's March 15, 2013 Form 4 reported a disposition by gift on 12/25/2013 of 52,931 shares, resulting in 174,719 shares being beneficially owned indirectly through her trust. The resulting 174,719 shares shown as beneficially owned is correct, but there was more than one transaction involved that resulted in that ownership. These transaction are shown herein, and also are reflected in the May 14,2013 Form 5, which should be referred to for additional information contained in the footnotes to that report. |
3. The amount reported as beneficially owned after the transaction referred to in the March 15, 2013 Form 4 was incorrect. Instead of 864,652 it should have been 864,852. |
4. The amount shown as beneficially owned through the trust of the Reporting Person's spouse was incorrectly shown as 150,000 shares instead of 120,000. |
5. The March 15, 2013 Form 4 incorrectly reported 2,564,687 shares as indirectly beneficially owned. The correct amount is 2,573,967. The shares are owned of record by Cray MGP Holdings LP. Cray Family Management LLC, which has a 1% limited partnership interest in Cray MGP Holdings LP, is its general partner. The reporting person has a 1/3 interest in Cray Family Management LLC and is its manager. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest in such shares. See the reporting person's Form 5 filed on May 14, 2013, as amended on May 16, 2013, for further information. |
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. |