SEC Form 4 · accession 0000003545-18-000077
ALICO, INC. · ALCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Remy W Trafelet
Officer — President & CEO · Director · 10% Owner
Period of report
Sep 4, 2018
Accepted (ET)
Sep 11, 2018 · 1:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000003545
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Alico, Inc., Common Stock, Par Value $1.00 | holding | — | — | — | 372,701 | D | ||
| Alico, Inc., Common Stock, Par Value $1.00F1 | holding | — | — | — | 3,705,457 | I | By 734 Investors LLC | |
| Alico, Inc., Common Stock, Par Value $1.00F2 | holding | — | — | — | 350,972 | I | By RCF 2014 | |
| Alico, Inc., Common Stock, Par Value $1.00F3 | holding | — | — | — | 270,882 | I | By Delta Offshore Master II, LTD | |
| Alico, Inc., Common Stock, Par Value $1.00F4 | holding | — | — | — | 20,000 | I | By George R. Brokaw |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF5 | $33.60 | Sep 4, 2018 | A | 210,000 | A | Sep 7, 2018 | Dec 31, 2026 | Alico, Inc. Common Stock | 210,000 | 510,000 | D |
Explanation of responses
- F1On November 19, 2013, 734 Investors, LLC purchased 3,705,457 shares of the Company's Common Stock. 734 Agriculture, LLC is the managing member of 734 Investors, LLC. Mr. Trafelet and George R. Brokaw are members of 734 Agriculture, LLC. Mr. Trafelet disclaims beneficial ownership of the Company's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.
- F2These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip Citrus"). Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.
- F3Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TCBM") serves as investment manager to the Fund, and in such capacity, exercises voting and investment control over securities held for the accounts of the Fund. Trafelet & Company, LLC ("TC") serves as the general partner of TBCM. Mr. Trafelet is the managing member of TC and may be deemed to have indirect beneficial ownership for the shares reported herein. Mr. Trafelet disclaims beneficial ownership for the Company's Common Stock held by the Fund except to the extent of his pecuniary interest therein.
- F4George R. Brokaw has entered into an agreement with 734 Investors, LLC to vote his shares as directed by 734 Investors, LLC. As noted in footnote 4, 734 Agriculture, LLC is the managing member of 734 Investors, LLC and Mr. Trafelet and George R. Brokaw are the members of 734 Agriculture, LLC.
- F5Represents options granted under the Stock Incentive Plan of 2015. The Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company's common stock during a consecutive 20-trading period if such price exceeds $35.00; (ii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $40.00; (iii) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $45.00; and (iv) 25% of the options will vest during a consecutive 20-trading period if such price exceeds $50.00.