X0306 4/A 2018-10-03 2018-10-05 0 0000003545 ALICO INC ALCO 0001589074 Brokaw George R TRAFELET BROKAW 410 PARK AVENUE, SUITE 1720 NEW YORK NY 10022 1 1 0 0 Executive Vice Chairman Alico, Inc., Common Stock, Par Value $1.00 2018-10-03 4 S 0 525052 34 D 3180405 I By 734 Investors, LLC Alico, Inc., Common Stock, Par Value $1.00 138093 D Alico, Inc., Common Stock, Par Value $1.00 270882 I By Delta Offshore Master II, LTD Options to Purchase Common Stock 27.15 2018-09-04 2026-12-31 Alico, Inc., Common Stock, Par Value $1.00 187500 225000 D This Form 4 amendment is filed to report the updated number of shares of Common Stock accepted by and sold t the Issuer pursuant to an issuer tender offer exempt under Rule 16b-3 as a result of the final proration factor for the Issuer's tender offer being different from the previously reported preliminary proration factor. The final proration factor for the Issuer's tender offer is 14.17%. On November 19, 2013, 734 Investors, LLC purchased 3,705,457 shares of the Company's Common Stock. 734 Agriculture, LLC is the managing member of 734 Investors, LLC. Mr. Brokaw and Remy W. Trafelet are the members of 734 Agriculture, LLC. Mr. Brokaw disclaims beneficial ownership of the Company's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein. Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TCBM") serves as investment manager to the Fund, and in such capacity, exercises voting and investment control over securities held for the accounts of the Fund. Trafelet & Company, LLC ("TC") serves as the general partner of TBCM. Mr. Brokaw may be deemed to have indirect beneficial ownership for the shares reported herein based on his relationship with TBCM. Mr. Brokaw disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein. Represents the forfeiture of stock options granted under the Stock Incentive Plan of 2015 to the reporting person on December 31, 2016 that were eligible to vest based on certain financial performance objectives. On September 4, 2018, the reporting person forfeited 187,500 options. George R. Brokaw 2018-10-10