SEC Form SC 13D/A filed by Green Plains Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Green Plains, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

393222104

(CUSIP Number)

FREDERICK DISANTO

C/O ANCORA HOLDINGS GROUP, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 31, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*This Series Q is part of a series of Ancora Impact Fund LP, a series limited partnership.

*This Series S is part of a series of Ancora Impact Fund LP, a series limited partnership.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to the Joint Filing Agreement as further described in Item 6 below. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ancora SPC H. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The address of the principal office of each of the Ancora Funds, Ancora Advisors, Ancora Alternatives, Ancora Family Wealth, Ancora LLC, Inverness Holdings, Ancora Holdings and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

(c)       The principal business of each of the Ancora Funds is investing in securities. The principal business of Ancora Advisors is serving as the investment advisor to the Ancora Advisors SMAs. The principal business of Ancora Alternatives is serving as the general partner of each of the Ancora LP Funds and as the investment advisor of each of the Ancora Funds and the Ancora Alternatives SMA. The principal business of Ancora Family Wealth is serving as investment advisor to the Ancora Family Wealth SMAs. The principal business of Ancora LLC is serving as the sole member of Ancora Advisors. The principal business of Inverness Holdings is serving as the sole member of Ancora Family Wealth. The principal business of Ancora Holdings is serving as the sole member of each of Ancora Alternatives, Inverness Holdings and Ancora LLC. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Holdings.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Other than as disclosed below, no Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. On December 18, 2018, Ancora Advisors entered into a settlement with the Securities and Exchange Commission regarding the violation of Section 206(4) under the Investment Advisers Act of 1940 and Rule 206(4)-5 thereunder, due to the contributing of more than the allowable $350 contribution to certain political campaigns. Ancora Advisors consented to the cease-and-desist order and paid a penalty in the amount of $100,000.

(f)       Mr. DiSanto is a citizen of the United States of America.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of the Ancora Funds and held in the Ancora Advisors SMA, Ancora Alternatives SMAs and the Ancora Family Wealth SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 28,883 Shares owned directly by Ancora Merlin is approximately $950,315, including brokerage commissions. The aggregate purchase price of the 303,033 Shares owned directly by Ancora Merlin Institutional is approximately $10,062,448, including brokerage commissions. The aggregate purchase price of the 29,992 Shares owned directly by Ancora Catalyst is approximately $978,373, including brokerage commissions. The aggregate purchase price of the 300,401 Shares owned directly by Ancora Catalyst Institutional is approximately $9,926,764, including brokerage commissions. The aggregate purchase price of the 482,048 Shares owned directly by Ancora Impact Q is approximately $16,087,500, including brokerage commissions. The aggregate purchase price of the 1,224,110 Shares owned directly by Ancora Impact S is approximately $40,760,000, including brokerage commissions. The aggregate purchase price of the 1,077,110 Shares owned directly by Ancora SPC H is approximately $34,700,384, including brokerage commissions. The aggregate purchase price of the 3,359 Shares held in the Ancora Advisors SMA is approximately $111,855, including brokerage commissions. The aggregate purchase price of the 738,910 Shares held in the Ancora Alternatives SMAs is approximately $24,440,985, including brokerage commissions. The aggregate purchase price of the 3,124 Shares held in the Ancora Family Wealth SMAs is approximately $209,230, including brokerage commissions.

The Shares purchased by Mr. DiSanto were purchased in the open market with personal funds. The aggregate purchase price of the 25,000 shares beneficially owned by Mr. DiSanto is approximately $693,853, including brokerage commissions.

Item 4 is hereby amended to add the following:

On January 31, 2023, the Reporting Persons issued a press release and sent an open letter to the Issuer’s Board of Directors (the “Board”) detailing the Reporting Persons’ view that the Board should commence a review of value-maximizing strategic alternatives (the “Press Release”). In the Press Release, the Reporting Persons acknowledge the significant governance and operational enhancements implemented by the Board over the past two years which have increased the Issuer’s value and made it a highly attractive business for strategic acquirers in the agricultural products and energy sectors. The letter also details certain long-term risks facing the Issuer that have developed which are likely to create a particularly challenging environment for the Issuer as a standalone company. Accordingly, the Reporting Persons believe the Board should commence a robust strategic review process in an effort to maximize value for all shareholders. A copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Items 5 (a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,295,496 Shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022.

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 2.1%

Percentage: Approximately 1.8%

Percentage: Less than 1%

Percentage: Approximately 7.1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.1%

Percentage: Approximately 7.1%

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin sold American-style call options referencing an aggregate 9,200 Shares, 22,400 Shares, 57,300 Shares, 20,300 Shares, 800 Shares, 900 Shares and 100 Shares, respectively, which have an exercise price of $45 and which expire on June 16, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin sold American-style call options referencing an aggregate 26,700 Shares, 17,300 Shares, 44,000 Shares, 38,700 Shares, 2,300 Shares, 25,800 Shares and 2,500 Shares, respectively, which have an exercise price of $50 and which expire on June 16, 2023, as further described on Schedule B hereto.

Ancora Alternatives has purchased American-style put options referencing an aggregate 50,000 Shares which have an exercise price of $20 and which expire on March 17, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 82,400 Shares, 7,800 Shares, 81,900 Shares and 8,100 Shares, respectively, which have an exercise price of $23 and which expire on March 17, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 27,600 Shares, 17,300 Shares, 44,000 Shares, 38,700 Shares, 2,400 Shares, 19,100 Shares and 1,900 Shares, respectively, which have an exercise price of $25 and which expire on June 16, 2023, as further described on Schedule B hereto.

Each of Ancora Catalyst Institutional, Ancora Impact Q, Ancora Impact S, Ancora SPC H, Ancora Catalyst, Ancora Merlin Institutional and Ancora Merlin purchased American-style put options referencing an aggregate 8,300 Shares, 22,400 Shares, 57,300 Shares, 20,300 Shares, 700 Shares, 7,600 Shares and 700 Shares, respectively, which have an exercise price of $25 and which expire on March 17, 2023, as further described on Schedule B hereto.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2023

SCHEDULE A

Directors and Officers of Ancora Impact Fund SPC Ltd. – Segregated Portfolio H

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

ANCORA MERLIN, LP

ANCORA MERLIN INSTITUTIONAL, LP

ANCORA CATALYST, LP

ANCORA CATALYST INSTITUTIONAL, LP

ANCORA IMPACT FUND LP – SERIES Q

ANCORA IMPACT FUND LP – SERIES S

ANCORA IMPACT FUND SPC LTD. – SEGREGATED PORTFOLIO H

ANCORA FAMILY WEALTH ADVISORS, LLC

(Through the Ancora Family Wealth SMAs)