Karen Seaberg - Jun 7, 2023 Form 4 Insider Report for MGP INGREDIENTS INC (MGPI)

Role
Director, 10%+ Owner
Signature
/s/ Karen Seaberg
Stock symbol
MGPI
Transactions as of
Jun 7, 2023
Transactions value $
$0
Form type
4
Date filed
6/9/2023, 05:00 PM
Previous filing
May 31, 2023
Next filing
Jun 21, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F2
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F3
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F2
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F3
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F2
transaction MGPI Forward Sale Contract (Obligation to Sell) Other +1 1 Jun 7, 2023 Common Stock By Cray MGP Holdings LP F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 June 7, 2023, Cray MGP Holdings LP and Cray Management entered into separate redemption agreements with two of the limited partners of Cray MGP Holdings, LP. Among other things, each agreement obligates Cray MGP Holdings, LP to deliver to the respective redeemed limited partner a currently indeterminable number of shares of the Issuer's common stock (the "Future Closing Shares") in three installments on specified dates (September 5, 2023, September 5, 2024 and September 5, 2025). In exchange for assuming these obligations, Cray MGP Holdings, LP is obligated to redeem, on September 5, 2023, all of each redeemed limited partner's ownership interest in Cray MGP Holdings, LP. Cray MGP Holdings LP and Cray Management retained dividend and voting rights in the Future Closing Shares until the applicable delivery date.
F2 The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be 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.
F3 The number of Future Closing Shares to be delivered to this redeemed limited partner on each delivery date is to be 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.