Amendment: SEC Form SCHEDULE 13D/A filed by MGP Ingredients Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
MGP INGREDIENTS INC (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
55303J106 (CUSIP Number) |
Donn S. Lux c/o Chris Erblich, Esq., 5060 North 40th Street, Suite 250 Phoenix, AZ, 85018 (314) 422-6813 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/02/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Luxco 2017 Irrevocable Trust dated 6/19/2017 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Caroline L. Kaplan Revocable Trust dated 12/16/2009 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
MARYLAND
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
SOUTH DAKOTA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
CNL 2013 Irrevocable Trust dated 4/2/2013 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
SOUTH DAKOTA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Lux Children Irrevocable Trust dated 5/24/2012 | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
MISSOURI
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Lux Donn S. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Leslie Lux | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Paul S. Lux | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Caroline Lux Kaplan | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
Catherine N. Lux | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 55303J106 |
1 |
Name of reporting person
TFO Trust Company, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
SOUTH DAKOTA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,214,913.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
33.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock, no par value |
(b) | Name of Issuer:
MGP INGREDIENTS INC |
(c) | Address of Issuer's Principal Executive Offices:
100 Commercial Street, Box 130, Atchison,
KANSAS
, 66002. |
Item 2. | Identity and Background |
(a) | Item 2 of Schedule 13D is hereby amended and restated as follows:
This statement is being filed by (i) Luxco 2017 Irrevocable Trust dated 6/19/2017, a Missouri trust ("Luxco Trust"), (ii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux dated 9/16/2005, a Missouri trust ("Lux 2005 Donn Trust"), (iii) Ann S. Lux 2005 Irrevocable Trust FBO Donn S. Lux QSST, a Missouri trust ("Lux 2005 QSST Trust"), (iv) Andrew Broddon Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust ("Andrew Trust"), (v) Philip Donn Lux Luxco Irrevocable Trust dated 7/30/2012, a Missouri trust ("Philip Trust"), (vi) Caroline L. Kaplan Revocable Trust dated 12/16/2009, a Maryland trust ("Kaplan Trust"), (vii) Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005, a Missouri trust ("Lux 2005 Caroline Trust"), (viii) Ann S. Lux 2005 Irrevocable Trust FBO Catherine N. Lux dated 9/16/2005, a South Dakota trust ("Lux 2005 Catherine Trust"), (ix) CNL 2013 Irrevocable Trust dated 4/2/2013, a South Dakota trust ("CNL Trust"), (x) Ann S. Lux 2005 Irrevocable Trust FBO Paul S. Lux dated 9/16/2005, a Missouri trust ("Lux 2005 Paul Trust"), (xi) Lux Children Irrevocable Trust dated 5/24/2012, a Missouri trust ("Children Trust"), (xii) Donn S. Lux, (xiii) Leslie Lux, (xiv) Paul S. Lux, (xv) Caroline Lux Kaplan, (xvi) Catherine N. Lux and (xii) TFO Trust Company, LLC ("TFO") (the foregoing persons are hereinafter referred to collectively as the "Reporting Persons").
As previously disclosed in Amendment No. 2 to this Schedule 13D, Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons and have been removed from this Schedule 13D. Pursuant to SEC rules and applicable interpretations, since they are two of three trustees for each of the Andrew Trust and the Philip Trust, and all decisions concerning the exercise of voting or investment power with respect to the shares of Common Stock that are the subject of this Schedule 13D must be approved by a majority vote of such trustees, the Reporting Persons have determined that Ms. Lux and Mr. Erblich do not have beneficial ownership over any shares of Common Stock. The Andrew Trust and the Philip Trust remain as Reporting Persons. Effective March 29, 2023, the name of PandoTree Trust Company, LLC was changed to TFO Trust Company, LLC. |
(b) | The business addresses of each of the Reporting Persons are as follows:
Luxco Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Lux 2005 Donn Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Lux 2005 QSST Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Andrew Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Philip Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Kaplan Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Lux 2005 Caroline Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Lux 2005 Catherine Trust: 212 S. Main Avenue, Suite 145, Sioux Falls, South Datota 57104
CNL Trust: 212 S. Main Avenue, Suite 145, Sioux Falls, South Datota 57104
Lux 2005 Paul Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Children Trust: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Donn S. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Leslie Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Paul S. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Caroline Lux Kaplan: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
Catherine N. Lux: c/o Chris Erblich, Esq. 5060 North 40th Street, Suite 250, Phoenix, AZ 85018
TFO Trust Company, LLC: 212 S. Main Avenue, Suite 145, Sioux Falls, SD 57104 |
(c) | The principal business of each of the Reporting Persons that is a trust is to administer the assets of the trust for the benefit of the beneficiaries thereof. The principal business of TFO Trust Company, LLC is to provide trustee services for family trusts. Donn S. Lux is a director of the Issuer and a private investor. Caroline Lux Kaplan and Catherine N. Lux are private investors. Leslie Lux owns and operates an interior design firm. Paul S. Lux is a retired surgeon. |
(d) | During the last 5 years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Each of Donn S. Lux, Leslie Lux, Paul S. Lux, Caroline Lux Kaplan, and Catherine N. Lux is a citizen of the United States. |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is hereby amended and restated as follows:
A total of 5,007,828 shares of Common Stock beneficially owned by the Reporting Persons were initially acquired pursuant to an Agreement and Plan of Merger, dated as of January 22, 2021 (the "Merger Agreement"), by and among the Issuer, London HoldCo, Inc. ("HoldCo"), Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC (the "Luxco Companies"), the shareholders of HoldCo, Inc. (the "Sellers"), and Donn S. Lux, as Sellers' Representative. Pursuant to the Merger Agreement, an additional 1,373 shares of Common Stock were issued to the Reporting Persons upon completion of final purchase price adjustments.
A total of 2,422,712 shares of Common Stock with respect to which voting power is reported on this Schedule 13D/A are beneficially owned by certain other shareholders of the Issuer (the "Seaberg/Cray Shareholders"), as reported on (i) a Form 13D/A, Amendment No. 11 to Schedule 13D filed on March 18, 2025, by the Seaberg/Cray Shareholders other than Lori S. Mingus and (ii) the following two Form 4 Statements of Changes in Beneficial Ownership filed by Karen Seaberg and by Lori S. Mingus, who is also one of the Seaberg/Cray Shareholders who is a party to the Shareholders Agreement referenced below, on April 2, 2025 (which, while the Reporting Persons had no advance notice of or control over the transactions disclosed therein, were the triggering events for this filing):
Filing Person Date of Form 4 Transaction No. of Shares Sold
Karen Seaberg 4/1/2025 58,903
Lori S. Mingus 4/1/2025 7,050
The Reporting Persons may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. | |
Item 4. | Purpose of Transaction |
No material changes. | |
Item 5. | Interest in Securities of the Issuer |
(a) | Item 5 of Schedule 13D is hereby amended and restated as follows:
As of the date of this filing, the Reporting Persons beneficially own 4,792,201 shares (the "Shares"), or approximately 22.5%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Annual Report on Form 10-K filed by the Issuer on February 26, 2025 for the fiscal year ended December 31, 2024, which reported that 21,270,343 shares of Common Stock were outstanding as of February 21, 2025). The Reporting Persons also may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5), together with the Seaberg/Cray Shareholders, by virtue of the terms of the April 1, 2021 Shareholders Agreement. The Seaberg/Cray Shareholders beneficially own an additional 2,422,712 shares of Common Stock, or approximately 11.4% of the outstanding Common Stock of the Issuer, which are included in the "shared voting power" reported on this Schedule 13D/A due to the existence of such group pursuant to the terms of the Shareholders Agreement among the Reporting Persons and the Seaberg/Cray Shareholders. The Reporting Persons disclaim beneficial ownership of the shares held by the Seaberg/Cray Shareholders. |
(b) | Donn S. Lux is the sole trustee of the Lux 2005 Donn Trust and the Lux 2005 QSST Trust and the sole investment trustee of the Luxco Trust. He is no longer the sole family assets trustee of the Lux 2005 Paul Trust, the sole trustee of the Lux 2005 Caroline Trust or a co-trustee of the Children Trust. Accordingly, Donn S. Lux may be deemed to hold sole voting and dispositive power with respect to the 2,538,264 Shares held by the Luxco Trust, the Lux 2005 Donn Trust and the Lux 2005 QSST Trust.
Leslie Lux is the sole trustee of the Children Trust. Accordingly, Leslie Lux may be deemed to hold sole voting and dispositive power with respect to the 27,731 Shares held by the Children Trust.
Paul S. Lux is the sole trustee of the Lux 2005 Paul Trust. Accordingly, Paul S. Lux may be deemed to hold sole voting power and dispositive power with respect to the 583,458 Shares held by the Lux 2005 Paul Trust. He is no longer a trustee of the Andrew Trust and the Philip Trust.
Caroline Lux Kaplan is the sole trustee of the Kaplan Trust and the Lux 2005 Caroline Trust. Accordingly, Caroline Lux Kaplan may be deemed to hold sole voting power and dispositive power with respect to the 637,189 Shares held by the Kaplan Trust and the Lux 2005 Caroline Trust.
Catherine N. Lux is a co-trustee of the Lux 2005 Catherine Trust and the CNL Trust. Accordingly, Catherine N. Lux may be deemed to hold shared voting power and dispositive power with respect to the 638,189 Shares held by the Lux 2005 Catherine Trust and the CNL Trust.
TFO Trust Company, LLC is a co-trustee of the Lux 2005 Catherine Trust and the CNL Trust. Accordingly, TFO Trust Company, LLC may be deemed to hold shared voting power and dispositive power with respect to the 638,189 Shares held by the Lux 2005 Catherine Trust and the CNL Trust.
Each of the Andrew Trust and the Philip Trust is the beneficial owners of 183,685 Shares.
As a result of the entry into the Shareholders' Agreement, each of the Reporting Persons could be deemed to have shared voting power over the 2,422,712 Shares held by the Seaberg/Cray Shareholders and, additionally, to beneficially own all those Shares. However, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.
Except as set forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person. |
(c) | The following transactions in the Common Stock were effected during the past 60 days by the Reporting Persons:
As reported in a Form 4 - Statement of Changes in Beneficial Ownership filed by Donn S. Lux on March 12, 2025, the Luxco Trust sold an aggregate of 80,621 shares at prices ranging from $31.115 to $32.114, inclusive (weighted average price of $31.4990 per share) on March 11, 2025.
As reported in a Form 4 - Statement of Changes in Beneficial Ownership filed by Donn S. Lux on March 12, 2025, the Luxco Trust also sold an aggregate of 19,379 shares at prices ranging from $32.115 to $32.715, inclusive (weighted average price of $32.3547 per share) on March 11, 2025. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
No material change. | |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 2.1 Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers' Representative (filed as Exhibit 2.1 to MGP Ingredients, Inc. Current Report on Form 8-K filed January 25, 2021 and incorporated herein by reference).
Exhibit 2.2 Joinder to the Agreement and Plan of Merger dated as of January 22, 2021 by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, Donn Lux, as Sellers' Representative, and the shareholders of London Holdco, Inc. (filed as Exhibit 2.2 to MGP Ingredients, Inc. Current Report on Form 8-K filed January 25, 2021 and incorporated herein by reference).
Exhibit 10.1 Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on April 1, 2021 and incorporated herein by reference).
Exhibit 10.2 Registration Rights Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on April 1, 2021 and incorporated herein by reference).
Exhibit 99.1 Joint Filing Agreement. (filed as Exhibit 99.1 to Amendment No. 2 to this Schedule 13D on October 26, 2023 and incorporated herein by reference). |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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