SEC Form 4 · accession 0001036241-15-000002
CAL-MAINE FOODS INC · CALM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Adolphus B Baker
Officer — Chairman, President and CEO · Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 3:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000016160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 15, 2015 | A | 7,500 | $36.63 | A | 211,516 | D | |
| Common StockF2 | holding | — | — | — | 83,923 | I | By wife | |
| Common StockF3 | holding | — | — | — | 145,416 | I | By KSOP | |
| Class A Common Stock | holding | — | — | — | 605,862 | D | ||
| Class A Common StockF2 | holding | — | — | — | 1,261 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F4 | $2.965 | holding | — | — | — | Aug 17, 2006 | Aug 17, 2015 | Common Stock | 14,000 | 14,000 | D |
Explanation of responses
- F1Award of time-vesting restricted stock pursuant to Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, subject to continuing employment. The award was approved by a committee composed solely of two or more non-employee directors of the issuer for purposes of Rule 16b-3 and includes an optional tax withholding feature. The award will vest 100% on the third anniversary of the date of grant, which was January 15, 2015.
- 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.
- F3Allocation of KSOP Shares at January 16, 2015.
- F4100% of these stock options are currently exercisable.