SEC Form 4 · accession 0000016160-18-000080
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 14, 2018 | J | 96,480 | $0.00 | D | 148,776 | D | |
| Class A Common Stock | Aug 14, 2018 | J | 96,480 | $0.00 | A | 1,309,245 | D | |
| Class A Common Stock | Aug 14, 2018 | G | 1,309,245 | $0.00 | D | 0 | D | |
| Class A Common StockF2 | Aug 14, 2018 | G | 3,563 | $0.00 | D | 0 | I | By wife |
| Class A Common StockF3 | Aug 14, 2018 | G | 4,800,000 | $0.00 | A | 4,800,000 | I | By a family LLC |
| Common StockF4 | Aug 14, 2018 | G | 6,633,720 | $0.00 | A | 6,633,720 | I | By a family LLC |
| Common StockF2 | holding | — | — | — | 233,320 | I | By wife | |
| Common StockF5 | holding | — | — | — | 146,199 | I | By KSOP | |
| Common StockF2,F5 | holding | — | — | — | 4,813 | I | By wife's KSOP |
Table II — derivative securities
Explanation of responses
- F1Represents a tax free exchange of shares in conjunction with estate planning.
- F2The reporting person disclaims beneficial ownership of all securities held by his wife, Dinnette Adams Baker, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner for the purposes of Section 16 or any other purpose.
- F3Represents securities transferred to a family-owned limited liability company of which the reporting person is the sole managing member. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held in the family-owned LLC except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.
- F4Represents securities transferred to a family-owned limited liability company of which the reporting person is the sole managing member. The reporting person disclaims beneficial ownership of all Common Stock held in the family-owned LLC except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose.
- 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 Person 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 Person's 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.