SEC Form 4 · accession 0000003545-18-000084
ALICO, INC. · ALCO
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
Remy W Trafelet
Officer — President & CEO · Director · 10% Owner
Period of report
Oct 3, 2018
Accepted (ET)
Oct 5, 2018 · 3:02 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 $1.00F1,F2 | Oct 3, 2018 | S | 524,795 | $34.00 | D | 3,180,662 | I | By 734 Investors, LLC |
| Alico, Inc., Common Stock, Par Value $1.00F3 | holding | — | — | — | 350,972 | I | By RCF 2014 | |
| Alico, Inc., Common Stock, Par Value $1.00F4 | holding | — | — | — | 270,882 | I | By Delta Offshore Master II, LTD | |
| Alico, Inc., Common Stock, Par Value $1.00F5 | holding | — | — | — | 20,000 | I | By George R. Brokaw | |
| Alico, Inc., Common Stock, Par Value $1.00 | holding | — | — | — | 372,701 | D |
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 StockF6 | $33.60 | holding | — | — | — | Sep 7, 2018 | Dec 31, 2026 | Alico, Inc., Common Stock | 210,000 | 510,000 | D |
Explanation of responses
- F1Represents sale of shares to Issuer pursuant to an issuer tender offer exempt under Rule 16b-3. On Oct. 4, 2018, Issuer announced that Issuer's tender offer expired at the end of day on Oct. 3, 2018 and was oversubscribed and that the preliminary proration factor, which may be modified, was approximately 14.16%. The number of shares shown as sold is based on application of this preliminary proration factor. The final number of shares to be purchased pursuant to Issuer's tender offer by applying the final proration factor will be announced following the completion of such determinations by the depositary. Upon such final announcement, if the actual number of shares purchased by Issuer that are to be reported by the Reporting Person is different from what is reported in this filing, the Reporting Person will file an amendment to the Form 4 reporting the updated number of shares sold in the tender offer and the updated remaining number of beneficially owned thereafter.
- F2Represents shares owned by 734 Investors, LLC. 734 Agriculture, LLC is the managing member of 734 Investor, LLC. The Reporting Person and George R. Brokaw are members of 734 Agriculture, LLC. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by 734 Investors, LLC except to the extent of his pecuniary interest therein.
- F3These shares were issued as earn out consideration in connection with the Company's acquisition of 734 Citrus Holdings, LLC ("Silver Nip"). Mr. Trafelet exercises investment control over securities held by RCF Legacy 2014 LLC.
- F4Delta Offshore Master II, LTD (the "Fund") owns 270,882 shares of the Company's Common Stock. Trafelet Brokaw Capital Management, L.P. ("TBCM") 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.
- F5George R. Brokaw has entered into an agreement with 734 Investors, LLC to vote his shares as directed by 734 Investors, LLC. The Reporting Person disclaims beneficial ownership of the company's common Stock held by George R. Brokaw except to the extent of its pecuniary interest therein.
- F6Represents 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.