SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2021 | 3. Issuer Name and Ticker or Trading Symbol MGP INGREDIENTS INC [ MGPI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 04/05/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,962,911 | I | By Donn S. Lux(1) |
Common Stock | 27,731 | I | By Leslie P. Lux(2) |
Common Stock | 27,731 | I | By Caroline Lux Kaplan(3) |
Common Stock | 1,763,771(4) | D | |
Common Stock | 771,688(5) | D | |
Common Stock | 152,805(6) | D | |
Common Stock | 623,458(7) | D | |
Common Stock | 623,458(8) | D | |
Common Stock | 27,731(9) | D | |
Common Stock | 27,731(10) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 3,935,180 shares held by the Luxco 2017 Irrevocable Trust dated June 19, 2017, the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated September 16, 2005, the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST LRD dated September 16, 2005, the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated September 16, 2005 and the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated September 16, 2005, and shared voting and dispositive power over the 27,731 shares held by the Lux Children Irrevocable Trust dated May 24, 2012. Donn S. Lux is the spouse of Michele B. Lux. |
2. Leslie P. Lux may be deemed to hold shared voting and dispositive power over the 27,731 shares held by the Lux Children Irrevocable Trust dated May 24, 2012. Leslie P. Lux is the spouse of Paul S. Lux. |
3. Caroline Lux Kaplan may be deemed to hold sole voting power and dispositive power with respect to the 27,731 Shares held by the Caroline L. Kaplan Revocable Trust dated December 16, 2009. |
4. These securities are beneficially owned by Luxco 2017 Irrevocable Trust dated June 19, 2017. Donn S. Lux is the sole investment trustee of this trust. |
5. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated September 16, 2005. Donn S. Lux is the sole trustee of this trust. |
6. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST LRD dated September 16, 2005. Donn S. Lux is the sole trustee of this trust. |
7. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated September 16, 2005. Donn S. Lux is the sole trustee of this trust. |
8. These securities are beneficially owned by Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated September 16, 2005. Donn S. Lux is the sole family assets trustee of this trust. |
9. These securities are beneficially owned by Lux Children Irrevocable Trust dated May 24, 2012. Donn S. Lux and Leslie P. Lux are the trustees of this trust. |
10. These securities are beneficially owned by Caroline L. Kaplan Revocable Trust dated December 16, 2009. Caroline Lux Kaplan is the sole trsutee of this trust. |
Remarks: |
This is form 1 of 2. The Reporting Persons included herein and the reporting persons included in the Form 3/A of even date herewith filed by Paul S. Lux and other group members (collectively with the Reporting Persons included herein, the "Lux Reporting Persons") may be demed to be part of a group, due to the entry by such parties into a Shareholders Agreement dated April 1, 2021. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of their pecuniary interest therein. On April 1, 2021, an aggregate of 5,007,828 shares of the Issuer's common stock were issued to the Lux Reporting Persons pursuant to the closing of transactions contemplated by an Agreement and Plan of Merger by and among the Lux Reporting Persons, the Issuer and other parties. The acquisitions of these shares by the Lux Reporting Persons were reported on Forms 3 filed on April 5, 2021. On September 21, 2021, the final purchase price adjustment was completed, and an additional aggregate of 1,373 shares of the Issuer's common stock were allocated to the Lux Reporting Persons. Pursuant to Dilorenzo v. Murphy, 322 F. Supp. 2d 479 (S.D.N.Y. 2004), these additional shares are deemed acquired as of the date of the closing of the merger, and this Form 3/A reflects the total number of shares acquired by each of the reporting persons. |
/s/ Donn S. Lux, individually, as investment trustee of the Luxco 2017 Irrevocable Trust dated 6/19/2017 and as family assets trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005 | 10/06/2021 | |
/s/ Donn S. Lux, as trustee of the the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005 and the Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST LRD dated 9/16/2005 | 10/06/2021 | |
/s/ Donn S. Lux, as trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005 and as co-trustee of the Lux Children Irrevocable Trust dated 5/24/2012 | 10/06/2021 | |
/s/ Leslie P. Lux, individually and as co-trustee of the Lux Children Irrevocable Trust dated 5/24/2012 | 10/06/2021 | |
/s/ Caroline Lux Kaplan, individually and as trustee of the Caroline L. Kaplan Revocable Trust dated 12/16/2009 | 10/06/2021 | |
** 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 5 (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. |