Board Chair Baker Adolphus B converted options into 4,800,000 shares and disposed of 4,578,711 shares, increasing direct ownership by 873% to 1,459,300 units (SEC Form 4)
$CALM
Farming/Seeds/Milling
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAL-MAINE FOODS INC [ CALM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 04/14/2025 | C(1)(2)(3) | 1,309,245 | A | (4) | 1,459,300 | D | |||
| Common Stock | 04/14/2025 | C(1)(2)(3) | 3,490,755 | A | (4) | 4,578,711 | I | By DLNL, LLC, a family LLC(5) | ||
| Common Stock | 04/14/2025 | J(6) | 4,578,711 | D | $0 | 0 | I | By DLNL, LLC, a family LLC(5)(6) | ||
| Common Stock | 147,428 | I | By KSOP(7) | |||||||
| Common Stock | 5,821 | I | By wife's KSOP(8)(7) | |||||||
| Common Stock | 1,377,920 | I | By wife(8)(9) | |||||||
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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 | ||||||||
| Class A Common Stock | (4) | 04/14/2025 | C(1)(2)(3) | 1,309,245(10) | (4) | (4) | Common Stock | 1,309,245 | $0 | 0 | D | ||||
| Class A Common Stock | (4) | 04/14/2025 | C(1)(2)(3) | 3,490,755 | (4) | (4) | Common Stock | 3,490,755 | $0 | 0 | I | By DLNL, LLC, a family LLC(5) | |||
| Explanation of Responses: |
| 1. As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock. |
| 2. On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock. |
| 3. Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding. |
| 4. The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025. |
| 5. As the managing member of DLNL, LLC, Mr. Baker has included all shares of Common Stock and Class A Common Stock held by DLNL, LLC in his Section 16 filings. However, Mr. Baker disclaims beneficial ownership of all issuer securities held or once held by DLNL, LLC, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose. |
| 6. Represents 4,578,711 shares of Common Stock transferred to the members of DLNL, LLC, other than Mr. Baker, upon their redemption of their membership interests in DLNL, LLC, in exchange for the shares, which consisted of the 3,490,755 shares of Common Stock received by DLNL, LLC upon conversion of the Class A Common Stock and 1,087,956 shares of Common Stock already held by DLNL, LLC. After such redemptions, DLNL, LLC no longer holds any equity interests in the issuer. |
| 7. Represents current allocation under KSOP. |
| 8. Mr. Baker disclaims beneficial ownership of all issuer securities held by his wife, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for the purposes of Section 16 or any other purpose. |
| 9. Shares reported in column 5 include 1,147,360 shares of Common Stock previously reported by Mr. Baker as indirectly held through DLNL, LLC which shares were transferred to Mr. Baker's wife upon her redemption of her membership interests in DLNL, LLC and are now reported as indirectly held through her. |
| 10. Represents the transfer of 1,309,245 shares of Class A Common Stock to Mr. Baker upon his redemption of his related membership interests in DLNL, LLC. See footnote (2). |
| Remarks: |
| The issuer's Class A Common Stock, which was a closely held equity security that was not traded on a securities exchange and could not be sold outside of the immediate family without triggering automatic conversion, has been reported on Table I of the reporting person's Section 16 filings in the past. As the Class A Common Stock was convertible into the issuer's Common Stock, it was also a derivative security and properly reported on Table II, which Mr. Baker has done in this Form 4 for purposes of reporting the Class A Common Stock conversion. For a summary of the relative rights of the Common Stock and Class A Common Stock, see the section titled "Description of Capital Stock" contained in the definitive Information Statement on Schedule 14C filed by the issuer with the SEC on March 7, 2025. |
| /s/Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney | 04/16/2025 | |
| ** 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. | ||