SEC Form SC 13D/A filed by RiceBran Technologies (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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 Rule 13d-1(e), 1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

*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 Amendment No.8 amends and supplements the statement on Schedule 13D, dated September 25, 2017, as amended through the date hereof (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission by Continental Grain Company, a Delaware corporation (“CGC”) and Ari D. Gendason (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of common stock, no par value (“Common Stock”) of RiceBran Technologies, a California corporation (the “Issuer”).

Item 4. Purpose of Transaction

The response to Item 4 is supplemented by adding the following:

On April 28, 2022, Ari D. Gendason resigned from the board of directors of the Issuer. As previously disclosed, the Reporting Persons monitor and review their investments in the Issuer on a continuing basis. On May 2, 2022, CGC filed a Notice on Form 144 pursuant to Rule 144(h) under the Securities Act stating its intention to sell up to 3,887,000 share of Common Stock in reliance on Rule 144 under the Securities Act. Sales to date pursuant to such notice are included in Item 5 below. Depending on market conditions and subject to the limitations of Rule 144, the Reporting Persons may continue to make further dispositions of Common Stock.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D are hereby amended and restated in their entirety, as follows:

All percentages set forth herein are based on 51,820,425 shares of common stock outstanding as of April 26, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.

(a), (b) See the cover sheets of each of the Reporting Persons.

The Reporting Persons may be deemed to be a group for the purposes of Section 13(d) of the Exchange Act. This filing shall not constitute an admission by the Reporting Persons that they are a group for such purpose. The Reporting Persons collectively own 9,277,051 shares of Common Stock (approximately 17.9% of the total number of shares of Common Stock outstanding).

(c) Information concerning transactions in the Common Stock effected by the Reporting Persons in the past sixty days is set forth below. All such transactions were effected in the open market through a broker and all prices per share include commissions.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

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.

Dated: May 4, 2022