SEC Form 4 · accession 0000016160-18-000079
CAL-MAINE FOODS INC · CALM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Aug 14, 2018 | J | 96,480 | $0.00 | D | 0 | I | By wife |
| Common StockF2 | Aug 14, 2018 | J | 96,480 | $0.00 | A | 1,171,375 | I | By wife |
| Common StockF2 | Aug 14, 2018 | G | 61,036 | $0.00 | D | 1,110,339 | I | By wife |
| Common Stock | Aug 14, 2018 | G | 61,036 | $0.00 | D | 9,946,321 | D | |
| Common Stock | Aug 14, 2018 | G | 6,633,720 | $0.00 | D | 3,312,601 | D | |
| Common Stock | Aug 14, 2018 | G | 3,312,601 | $0.00 | D | 0 | D | |
| Common Stock | Aug 14, 2018 | G | 3,312,601 | $0.00 | A | 3,312,601 | I | By a revocable trust |
| Common Stock | Aug 14, 2018 | G | 6,633,720 | $0.00 | A | 6,633,720 | I | By a family LLC |
| Class A Common Stock | Aug 14, 2018 | G | 3,487,192 | $0.00 | D | 0 | D | |
| Class A Common Stock | Aug 14, 2018 | G | 3,487,192 | $0.00 | A | 3,487,192 | I | By a family LLC |
| Common StockF5 | holding | — | — | — | 618,308 | I | By KSOP |
Table II — derivative securities
Explanation of responses
- F1Represents a tax free exchange of shares in conjunction with estate planning.
- F2Mr. Adams disclaims beneficial ownership of all securities held by his wife, Jean Reed Adams, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.
- F3Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit, which securities were then transferred to a family-owned limited liability company.
- F4Represents Mr. Adams' transfer of securities of the Issuer to a revocable trust for his benefit. Mrs. Adams is co-trustee of the trust.
- F5Represents current allocation under KSOP.
Remarks
As previously described in the Issuer's Proxy Statement filed with the SEC on June 25, 2018 related to its special meeting of stockholders held on July 20, 2018 (the "Special Meeting"), the Reporting Persons and certain family members entered into an Amended and Restated Memorandum of Understanding and certain other agreements relating to transactions in the Issuer's securities (the "Transactions") designed to facilitate estate planning for Mr. Adams, the Issuer's founder and Chairman Emeritus. This Form 4 reflects the impact of the Transactions on the Reporting Persons' beneficial ownership of the Issuer's securities, which Transactions were consummated effective August 14, 2018 following the approval of charter amendments by the Issuer's stockholders at the Special Meeting.