Board Chair Baker Adolphus B sold $116,658,010 worth of shares (1,287,616 units at $90.60), decreasing direct ownership by 10% to 1,319,034 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
CAL-MAINE FOODS INC [ CALM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 04/17/2025 | S | 140,266(1) | D | $90.6 | 1,319,034 | D | |||
| Common Stock | 04/17/2025 | S | 1,147,350(2) | D | $90.6 | 230,570 | I | By wife(3) | ||
| Common Stock | 147,428 | I | By KSOP(4) | |||||||
| Common Stock | 5,821 | I | By wife's KSOP(3)(4) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents 118,340 shares sold in the Secondary Offering and 21,926 shares repurchased by the issuer under the Stock Repurchase Agreement (see Remarks). |
| 2. Represents 968,006 shares sold by Mr. Baker's spouse in the Secondary Offering and 179,344 shares repurchased by the issuer from Mr. Baker's spouse under the Stock Repurchase Agreement (see Remarks). |
| 3. 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. |
| 4. Represents current allocation under KSOP. |
| Remarks: |
| On April 17, 2025, Mr. Baker and his wife, among other selling stockholders, sold shares of the issuer's Common Stock at a price of $90.60 per share to the underwriter pursuant to an Underwriting Agreement dated April 15, 2025, in connection with an underwritten registered public offering (the "Secondary Offering"). Also on April 17, 2025, Mr. Baker and his wife, among other selling stockholders, sold shares of the issuer's Common Stock at a price of $90.60 to the issuer pursuant to a Stock Repurchase Agreement dated as of April 15, 2025 (the "Stock Repurchase Agreement"). For more information regarding these transactions, see the Schedule 13D/A Amendment No. 9 filed by Mr. Baker, his wife, and the other selling stockholders, with the Securities and Exchange Commission on April 17, 2025. |
| /s/Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney | 04/17/2025 | |
| ** 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. | ||